Epson
Annual Report 2018

Plain-text annual report

ANNUAL REPORT 2018 SEIKO EPSON CORPORATION April 2017 - March 2018 Cautionary Statement This report includes forward-looking statements that are based on management’s view from the information available at the time of the announcement. These statements are subject to various risks and uncertainties. Actual results may be materially different from those discussed in the forward-looking statements. The factors that may affect Epson include, but are not limited to, general economic conditions, the ability of Epson to continue to quickly introduce new products and services, consumption trends, competition, technology trends, and exchange rate fluctuations. In this annual report, “Epson” or the “Group” refers to the Epson Group, while “the Company” may refer to the Group or the parent company, Seiko Epson Corporation. 1 Table of Contents Consolidated Financial Highlights ............................................................................................................... 3 Information on the Company ....................................................................................................................... 7 1. Overview of the business group............................................................................................................ 7 2. Major equipment and facilities .......................................................................................................... 11 3. Overview of capital expenditures ....................................................................................................... 13 4. Plans for new additions or disposals .................................................................................................. 14 5. Major management contracts ............................................................................................................ 15 Risks Related to Epson’s Business Operations ......................................................................................... 16 Management Analysis of Financial Position, Operating Results and Cash Flows ................................ 22 1. Operating results overview ................................................................................................................. 22 2. Manufacturing, orders received and sales ........................................................................................ 25 3. Management analysis and discussion on operating results, etc. ...................................................... 26 4. Research and development activities ................................................................................................. 28 5. Management policy, business environment and issues to be addressed, etc. ................................. 31 6. Dividend policy .................................................................................................................................... 36 Corporate Governance ................................................................................................................................ 37 1. Approach to corporate governance .................................................................................................... 37 2. Details of audit remuneration ............................................................................................................. 52 Management ................................................................................................................................................ 53 Index to Consolidated Financial Statements ............................................................................................. 56 Consolidated Statement of Financial Position ...................................................................................... 57 Consolidated Statement of Comprehensive Income ............................................................................. 59 Consolidated Statement of Changes in Equity ...................................................................................... 61 Consolidated Statement of Cash Flows .................................................................................................. 63 Notes to Consolidated Financial Statements ......................................................................................... 64 Report of Independent Auditors .......................................................................................................... 118 Additional Information ............................................................................................................................. 119 1. Principal subsidiaries and affiliates ................................................................................................. 119 2. Distribution of ownership among shareholders .............................................................................. 123 3. Major shareholders ........................................................................................................................... 124 4. Officer and employee stock ownership plans .................................................................................. 127 5. Epson stock price ............................................................................................................................... 129 6. Corporate data and investor information ....................................................................................... 130 2 Consolidated Financial Highlights Seiko Epson Corporation and Subsidiaries For the years ended March 31 Statement of Comprehensive Income Revenue Information-related equipment business segment Devices and precision products business segment Sensing and industrial solutions business segment Other Adjustments Printing Solutions business segment Visual Communications business segment Wearable & Industrial Products business segment Other Adjustments Gross profit Selling, general and administrative expenses Profit from operating activities Profit before tax Profit for the period attributable to owners of the parent company Total comprehensive income for the period Statement of Cash Flows Net cash from (used in) operating activities Net cash from (used in) investing activities Free cash flows Net cash from (used in) financing activities Statement of Financial Position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Equity attributable to owners of the parent company IFRS Millions of yen 2015 2016 2017 2018 Thousands of U.S. dollars 2018 1,086,341 1,092,481 1,024,856 1,102,116 10,367,002 907,296 156,297 23,396 1,390 (2,038) - - - - - - - - - - - - - - - - - - - - 730,867 736,369 686,619 736,688 6,929,631 177,186 184,033 179,682 198,891 1,870,858 173,478 170,415 158,548 167,336 1,574,038 1,390 3,418 1,404 257 1,509 (1,502) 936 (1,737) 8,804 (16,329) 395,924 397,660 365,974 400,848 3,770,557 (294,648) (312,708) (300,167) (326,062) (3,067,086) 131,380 132,536 112,560 94,026 91,530 45,772 67,892 67,470 48,320 65,003 62,663 611,447 589,436 41,836 393,528 145,483 (1,469) 55,982 41,581 391,129 108,828 113,054 96,873 84,279 792,766 (32,735) (51,558) (75,759) (74,661) (702,295) 76,093 61,495 21,114 9,617 90,471 (55,392) (67,171) (26,691) 37 348 650,383 355,898 1,006,282 355,442 153,531 601,451 339,888 941,340 325,019 145,644 602,446 371,940 974,387 351,389 128,275 639,172 394,178 1,033,350 322,387 195,856 6,012,341 3,707,817 9,720,158 3,032,518 1,842,320 494,325 467,818 492,196 512,727 4,822,942 3 IFRS Millions of yen 2015 2016 2017 2018 Thousands of U.S. dollars 2018 314.61 314.61 115.00 127.94 127.94 60.00 136.82 136.82 60.00 118.78 118.75 62.00 1.12 1.12 0.58 1,381.66 1,307.58 1,397.40 1,455.67 13.69 49.1 49.7 50.5 49.6 26.3 9.5 10.1 8.3 13.7 12.1 52,010 12,787 9.7 8.6 - - 7.1 6.6 - - 6.5 5.9 - - Per Share Data (yen and U.S. dollars) Basic earnings per share (Note 2) Diluted earnings per share (Note 2) Cash dividends per share (Note 3) Equity attributable to owners of the parent company, per share (Note 2) Financial Ratios (%) Equity attributable to owners of the parent company ratio ROE (Profit for the period attributable to owners of the parent company / Beginning and ending balance average equity attributable to owners of the parent company) ROA (Profit from operating activities / Beginning and ending balance average total assets) ROS (Profit from operating activities / Revenue) Number of Employees Information-related equipment business segment Devices and precision products business segment - - - - 1,246 41,051 Sensing and industrial solutions business segment Printing Solutions business segment Visual Communications business segment Wearable & Industrial Products business segment Other Corporate Total Notes 1. The Consolidated Financial Statements have been prepared on the basis of International Financial Reporting 48,331 11,474 10,041 12,785 13,312 10,973 44,789 13,092 76,391 67,605 69,878 72,420 3,229 2,861 3,453 3,529 348 337 306 340 - - Standards (IFRS) from the year ended March 31, 2014. 2. Seiko Epson Corporation (the “Company”) completed the Company’s ordinary shares split with an effective date of April 1, 2015. As a result, each share of the Company’s ordinary shares was split into two shares. Basic earnings per share, diluted earnings per share and equity attributable to owners of the parent company, per share were calculated under the assumption that the shares split took effect at the beginning of the year ended March 31, 2014. 3. In this table, cash dividends per share refers to the amount paid for each share in each fiscal year. 4. U.S. dollar amounts have been translated from yen, for convenience only. The exchange rate of ¥106.31 = U.S. $1 at the end of the reporting period has been used for the purpose of presentation. 4 For the years ended March 31 Statements of Income Net sales Information-related equipment business segment Devices and precision products business segment Sensing and industrial solutions business segment Other Eliminations and corporate Gross profit Selling, general and administrative expenses Operating income Ordinary income (Note 1) Income (loss) before income taxes and minority interests Profit (loss) attributable to owners of parent Research and development costs Capital expenditures Depreciation and amortization Net cash from (used in) operating activities Net cash from (used in) investing activities Free cash flows Net cash from (used in) financing activities JGAAP Millions of yen 2014 1,003,606 836,436 148,956 16,181 1,334 699 322,976 238,007 84,968 78,121 71,916 83,698 50,531 37,825 38,725 111,253 (39,519) 71,733 (56,567) 5 Balance Sheet Current assets Property, plant and equipment (net of accumulated depreciation) Total assets Current liabilities Non-current liabilities Net assets Number of Employees Information-related equipment business segment Devices and precision products business segment Sensing and industrial solutions business segment Other Corporate Total Per Share Data (Yen) Earnings per share (Note 2) Cash dividends per share (Note 3) Net assets per share (Note 2) JGAAP Millions of yen 2014 602,452 216,170 865,872 313,636 200,505 351,730 55,104 13,723 1,197 252 2,895 73,171 233.94 50.00 976.41 40.3 Financial Ratios (%) Shareholders’ equity ratio (Note 4) ROE (net income (loss) / average shareholders’ equity at beginning and end of year) (Note 4) ROA (ordinary income / average total assets at beginning and end of year) ROS (operating income / net sales) Notes 1. Ordinary income is a common item on financial statements in Japan, which is calculated by adding to or 27.6 9.5 8.5 subtracting from operating income items such as interest income, rent income, interest expenses and foreign exchange gains or losses. 2. Seiko Epson Corporation (the “Company”) completed the Company’s ordinary shares split with an effective date of April 1, 2015. As a result, each share of the Company’s ordinary shares was split into two shares. Earnings per share and net assets per share were calculated under the assumption that the shares split took effect at the beginning of the year ended March 31, 2014. 3. In this table, cash dividends per share refers to the amount paid for each share in each fiscal year. 4. Shareholders’ equity is net assets excluding minority interests. 6 Information on the Company 1. Overview of the business group Epson is primarily engaged in developing, manufacturing, selling, and providing services for products in the printing solutions, visual communications, wearable and industrial products, and the other business. Epson is organized into operations divisions that come under global consolidated management. The majority of advanced R&D and product development is conducted in Japan (by Corporate R&D and R&D organizations in the various operations divisions), while manufacturing and sales activities are conducted around the world by Epson Group manufacturing and sales companies, both in Japan and abroad. A brief description of Epson’s various businesses is provided below along with a list of the main Epson Group companies involved in each segment. Printing Solutions Business Segment This segment comprises the printer business, professional printing business, and others. The businesses in this segment leverage Epson’s original Micro Piezo and other technologies to develop, manufacture, and sell products. The main activities of these businesses are described below. Printer business This business is primarily responsible for home and office inkjet printers, serial impact dot matrix (SIDM) printers, page printers, color image scanners, and related consumables, as well as dry process office papermaking systems. Professional printing business This business is primarily responsible for large-format inkjet printers, industrial inkjet printing systems, printers for use in POS systems, label printers, and related consumables. Others This business sells PCs in the Japanese market through a domestic subsidiary. 7 The major Epson Group companies involved in this segment are listed in the table below. Business area Main products Main Epson Group companies Manufacturing companies Sales companies Printers Professional printing Inkjet printers, serial impact dot matrix printers, page printers, color image scanners, and related consumables, dry process office papermaking systems, and others Large-format inkjet printers, industrial inkjet printing systems, printers for use in POS systems, label printers, and related consumables, and others Tohoku Epson Corporation Akita Epson Corporation Epson Portland Inc. Epson Telford Ltd. Fratelli Robustelli S.r.l. Tianjin Epson Co., Ltd. Epson Engineering (Shenzhen) Ltd. P.T. Epson Batam P.T. Indonesia Epson Industry Epson Precision (Philippines), Inc. Others PCs and other equipment — Epson Sales Japan Corporation Epson America, Inc. Epson Europe B.V. Epson (U.K.) Ltd. Epson Deutschland GmbH Epson France S.A.S. Epson Italia S.p.A. For.Tex S.r.l. Epson Iberica, S.A.U. Epson (China) Co., Ltd. Epson Korea Co., Ltd. Epson Hong Kong Ltd. Epson Taiwan Technology & Trading Ltd. Epson Singapore Pte. Ltd. P.T. Epson Indonesia Epson (Thailand) Co., Ltd. Epson Philippines Corporation Epson Australia Pty. Ltd. Epson India Pvt. Ltd. Epson Sales Japan Corporation Epson Direct Corporation Visual Communications Business Segment The businesses in this segment leverage Epson’s original microdisplay and projection technologies to develop, manufacture, and sell 3LCD projectors for business, education, and the home; high-temperature polysilicon TFT LCD panels for 3LCD projectors; and smart glasses. The major Epson Group companies involved in this segment are listed in the table below. Business area Main products Main Epson Group companies Manufacturing companies Sales companies Visual communications 3LCD projectors, high-temperature polysilicon TFT LCD panels for 3LCD projectors, smart glasses, and others Epson Engineering (Shenzhen) Ltd. Epson Precision (Philippines), Inc. Epson Sales Japan Corporation Epson America, Inc. Epson Europe B.V. Epson (U.K.) Ltd. Epson Deutschland GmbH Epson France S.A.S. Epson Italia S.p.A. Epson Iberica, S.A.U. Epson (China) Co., Ltd. Epson Korea Co., Ltd. Epson Hong Kong Ltd. Epson Taiwan Technology & Trading Ltd. Epson Singapore Pte. Ltd. P.T. Epson Indonesia Epson (Thailand) Co., Ltd. Epson Philippines Corporation Epson Australia Pty. Ltd. Epson India Pvt. Ltd. 8 Wearable & Industrial Products Business Segment This segment comprises the wearable products business, robotics solutions business, and the microdevices business. The main activities of these businesses are described below. Wearable products business This business leverages its ultrafine and ultraprecision machining and processing technologies and its high-density mounting and assembly technologies to develop, manufacture and sell watches, as well as to develop, manufacture and sell useful products that use high-accuracy sensors to connect people and information. Watch business This business primarily develops, manufactures, and sells wristwatches and watch movements. Sensing equipment business This business is primarily engaged in developing, manufacturing, and selling sensing equipment that have extremely accurate built-in sensors and that are used in the personal health and sports fields etc. Robotics solutions business This business uses advanced precision mechatronics and other technologies to develop, manufacture, and sell industrial robots, IC handlers and other production systems that dramatically increase productivity. Microdevices and others business This business designs, manufactures, and sells small, accurate, energy-efficient electronic devices for external customers as well as for other businesses in the Epson Group. It also provides metal powders and surface finishing services. Quartz device business This business provides crystal units, crystal oscillators, and quartz sensors for consumer, automotive, and industrial equipment applications. Semiconductor business This business provides CMOS LSIs and other chips mainly for consumer electronics and automotive applications. Others This business develops, manufacturers, and sells a variety of high-performance metal powders for use as raw materials in the production of electronic components, etc. This business also provides high-value-added surface finishing in a wide variety of industrial fields. 9 The major Epson Group companies involved in this segment are listed in the table below. Business area Main products Wearable products Watches Wristwatches, watch movements, and others Main Epson Group companies Manufacturing companies Sales companies Akita Epson Corporation Epson Precision (Shenzhen) Ltd. Orient Watch (Shenzhen) Ltd. Epson Precision (Johor) Sdn. Bhd. Epson Sales Japan Corporation Epson (China) Co., Ltd. Epson Hong Kong Ltd. Sensing equipment Akita Epson Corporation Epson Sales Japan Corporation Robotics solutions Industrial robots, IC handlers, and others Epson Engineering (Shenzhen) Ltd. Microdevices and others Quartz devices Crystal units, crystal oscillators, quartz sensors, and others Miyazaki Epson Corporation Epson Precision Malaysia Sdn. Bhd. Epson Precision (Thailand) Ltd. Semiconductors CMOS LSIs, and others Tohoku Epson Corporation Singapore Epson Industrial Pte. Ltd. Others Metal powders, surface finishing Epson Atmix Corporation Singapore Epson Industrial Pte. Ltd. Epson Sales Japan Corporation Epson America, Inc. Epson Deutschland GmbH Epson (China) Co., Ltd. Epson Hong Kong Ltd. Epson Taiwan Technology & Trading Ltd. Epson Electronics America, Inc. Epson Europe Electronics GmbH Epson Hong Kong Ltd. Epson Taiwan Technology & Trading Ltd. Epson Singapore Pte. Ltd. Note Epson Electronics America, Inc. merged operations with Epson America, Inc., effective April 1, 2018. Other Business Segment This segment comprises the businesses of Epson Group companies that offer services for and within the Epson Group. 10 2. Major equipment and facilities Epson’s major equipment and facilities are as follows. (1) Seiko Epson Corporation Name of plant (location) Business segment Type of facilities As of March 31, 2018 Book value (Millions of yen) Buildings and structures Machinery, equipment and vehicles Land (Area: m2) Other Total Number of employees (Persons) 1,201 (42,383) [2,136] – (–) 6,127 (200,943) [31,120] 3,764 (179,759) [1,758] 749 (75,912) [32,092] 1,443 (113,082) [28,909] 1,375 (160,528) 129 (39,943) [1,502] 1,996 (247,143) 2,177 (538,828) 7,627 (36,245) 1,068 (43,060) [6,066] 84 2,845 496 116 781 101 3,129 43,764 5,641 176 5,268 602 1,484 6,742 1,468 575 24,075 1,169 102 6,581 217 229 4,013 471 672 12,143 735 605 14,962 71 10,437 313 5,708 23 249 855 Head Office (Suwa-shi, Nagano) Tokyo Office (Shinjuku-ku, Tokyo) Hirooka Office (Shiojiri-shi, Nagano) Matsumoto Minami Plant (Matsumoto-shi, Nagano) Toyoshina Plant (Azumino-shi, Nagano) Suwa Minami Plant (Fujimi-machi, Suwa-gun, Nagano) Chitose Plant (Chitose-shi, Hokkaido) Ina Plant (Minowa-machi, Kamiina-gun, Nagano) Overall administration and other Overall administration and other Printing solutions Other Other facilities 1,374 185 Other facilities 664 – Printer development and design and component manufacturing facilities Research and development facilities 16,022 18,485 Other Other facilities 1,295 31 Visual communications Wearable & Industrial products Printing solutions Visual communications Other 3LCD projector, smart glasses and factory automation product development and design facilities Printer component and liquid crystal panel manufacturing facilities Research and development facilities 3,117 1,391 6,040 16,016 Visual communications Liquid crystal panel manufacturing facilities 2,205 2,897 Wearable & Industrial products Crystal device development and design facilities 1,987 1,666 Fujimi Plant (Fujimi-machi, Suwa-gun, Nagano) Wearable & Industrial products Other Wearable & Industrial products Wearable & Industrial products Sakata Plant (Sakata-shi, Yamagata) Hino Office (Hino-shi, Tokyo) Shiojiri Plant (Shiojiri-shi, Nagano) Sensing equipment and semiconductor development and design facilities Research and development facilities Semiconductor manufacturing facilities Other 7,058 2,416 7,229 4,949 Other facilities 2,736 2 Wearable & Industrial products Watch development, design and manufacturing facilities 1,692 2,634 11 (2) Domestic subsidiaries Company name (location) Business segment Type of facilities As of March 31, 2018 Book value (Millions of yen) Buildings and structures Machinery, equipment and vehicles Land (Area: m2) Other Total Number of employees (Persons) Tohoku Epson Corporation (Sakata-shi, Yamagata) Printing solutions Wearable & Industrial products Printer component and semiconductor manufacturing facilities Akita Epson Corporation (Yuzawa-shi, Akita) Printing solutions Wearable & Industrial products Printer component, watch movements and sensing equipment manufacturing facilities 3 13 4,447 118 Epson Atmix Corporation (Hachinohe-shi, Aomori) Wearable & Industrial products Manufacturing facilities for metal powders, etc. 3,664 2,752 – (–) 650 (65,436) 360 (30,653) [34,208] 552 569 2,036 593 5,809 1,239 199 6,976 276 (3) Overseas subsidiaries Company name (location) Business segment Type of facilities As of March 31, 2018 Book value (Millions of yen) Buildings and structures Machinery, equipment and vehicles Land (Area: m2) Other Total Number of employees (Persons) – (–) [8,644] – (–) [254,871] Epson Engineering (Shenzhen) Ltd. (Shenzhen, China) Singapore Epson Industrial Pte. Ltd. (Singapore) Printing solutions Visual communications Wearable & Industrial products Wearable & Industrial products Printer, 3LCD projector and factory automation product manufacturing facilities Watch component and semiconductor manufacturing facilities and surface finishing facilities 3,113 3,486 2,455 943 – (–) [64,104] – (–) [41,567] P.T. Epson Batam (Batam, Indonesia) Printing solutions Printer consumables manufacturing facilities 651 5,052 2,760 9,360 8,615 391 3,790 764 356 6,060 3,011 5,141 5,938 7,291 18,371 Printing solutions Printer manufacturing facilities Wearable & Industrial products Crystal device manufacturing facilities P.T. Indonesia Epson Industry (Bekasi, Indonesia) Epson Precision (Thailand) Ltd. (Chachoengsao, Thailand) Epson Precision (Philippines), Inc. (Lipa, Philippines) Epson Precision Malaysia Sdn. Bhd. (Kuala Lumpur, Malaysia) Notes 1. The above amounts do not include consumption tax. 2. “Other” under the book value column includes tools, furniture and fixtures and other property, plant and Crystal device manufacturing facilities Printing solutions Visual communications Printer and 3LCD projector manufacturing facilities Wearable & Industrial products 466 (100,000) [130,000] 602 (97,435) 322 (32,437) 4,661 35,807 23,062 2,719 2,518 5,969 7,617 2,847 3,603 129 411 22 11,124 1,324 15,521 1,373 equipment, but does not include construction in progress. 3. Portions of land are leased from companies not included in consolidated accounts. The size of each area of leased land is indicated in brackets [ ]. 4. Tohoku Epson Corporation uses a portion of the facilities of the Sakata Plant. 5. Figures for Epson Precision (Philippines), Inc., are included in consolidated business results. 6. The above book value amounts are after adjustments for consolidated accounts. 12 3. Overview of capital expenditures Capital expenditures for the fiscal year under review were concentrated in key strategic areas, primarily for commercializing new products, increasing production capacity, rationalizing, upgrading and maintaining equipment and facilities to help foster the development of new businesses and prepare for future growth. In addition, Epson continued to carefully select investments and efficiently utilize existing facilities in an effort to generate stable cash flow. As a result of these efforts, total capital expenditures (including property, plant and equipment, software and lease rights) amounted to ¥79.4 billion. No equipment with significant impact on production capacity was sold or removed. Capital expenditures in each business segment are discussed below. Printing solutions segment Investment used for commercializing new products such as printers, and for increasing production capacity, rationalizing, upgrading and maintaining equipment and facilities amounted to ¥46.3 billion in the fiscal year under review. Visual communications segment Investment used for commercializing new products such as 3LCD projectors, and for increasing production capacity, rationalizing, upgrading and maintaining equipment and facilities amounted to ¥14.3 billion in the fiscal year under review. Wearable & Industrial products segment Investment used for commercializing new products such as watches, sensing equipment, factory automation products, crystal devices and semiconductors, and for increasing production capacity, rationalizing, upgrading and maintaining equipment and facilities amounted to ¥11.0 billion in the fiscal year under review. Other and overall Investment used for strengthening R&D structure, etc. amounted to ¥7.6 billion in the fiscal year under review. 13 4. Plans for new additions or disposals Epson plans to allocate ¥83.0 billion to capital expenditures for the fiscal year ending March 31, 2019. Business segment Planned amount of capital expenditures (100 million yen) Main type and purpose of equipment and facilities Printing solutions Visual communications Wearable & Industrial products 490 130 130 Commercializing new products, increasing production capacity, rationalizing, upgrading and maintaining equipment and facilities, etc. Commercializing new products, increasing production capacity, rationalizing, upgrading and maintaining equipment and facilities, etc. Commercializing new products, increasing production capacity, rationalizing, upgrading and maintaining equipment and facilities, etc. Other and overall 80 Strengthening R&D and manufacturing structures, etc. Total 830 – Notes 1. The above amounts do not include consumption tax. 2. Required funds will be covered by current funds in hand. 3. There are no plans to dispose of or sell major equipment and facilities with the exception of disposals and sales associated with regular and ongoing upkeep of equipment and facilities. 14 Name of other party Country Type of contract Contract period License to use patents relating to information-related equipment License to use patents relating to information-related equipment License to use patents relating to information-related equipment and software used by such equipment License to use patents relating to information-related equipment License to use patents relating to electrophotography and inkjet printers License to use patents relating to semiconductors and information-related equipment License to use patents relating to information-related equipment March 28, 2018 until the expiry of the patents April 1, 2006 until the expiry of the patents September 29, 2006 until the expiry of the patents October 1, 2006 until the expiry of the patents March 31, 2008 until the expiry of the patents April 1, 2008 until March 31, 2018 August 22, 2008 until the expiry of the patents 5. Major management contracts Reciprocal technical assistance agreements Name of contracting company Seiko Epson Corporation HP Inc. U.S.A. Seiko Epson Corporation International Business Machines Corporation U.S.A. Seiko Epson Corporation Seiko Epson Corporation Seiko Epson Corporation Microsoft Corporation U.S.A. Eastman Kodak Company U.S.A. Xerox Corporation U.S.A. Seiko Epson Corporation Texas Instruments Incorporated U.S.A. Seiko Epson Corporation Canon Incorporated Japan 15 Risks Related to Epson’s Business Operations At present, we have identified the following significant factors as risks that could have a materially adverse effect on our future business, financial condition or operating results and that should thus be taken into account by investors. We strive to recognize, prevent, and control potential risks and to address risks that materialize. Also, all forward-looking statements hereunder were made at Epson’s discretion as of the date we submitted our Annual Securities Report. 1. Our operating results could be adversely affected by fluctuations in printer sales. The ¥736.6 billion in revenue in the printing solutions segment in the year ended March 2018 accounted for about two-thirds of Epson’s ¥1,102.1 billion in consolidated revenue. Inkjet printers (including printer consumables) for the home, office, and for commercial and industrial applications accounted for a large majority of our revenue and profit. Consequently, a decrease in revenue from printers and printer consumables could have a materially adverse effect on our operating results. 2. Our financial performance could be adversely affected by competition. Adverse effects of competition on sales All of our products, including our core printer and projector products, are subject to the effects of vigorous competition, which could cause, among other things, prices to fall, demand to shift toward lower-priced products, and unit shipments to decline. We are taking strategic action to address the risk of declines in prices, a shift of demand toward lower-priced products, and unit shipments. On one hand, we must provide products tailored to customer needs in each market along with high-value products and services. On the other hand, we must reduce manufacturing costs by increasing design and development efficiency and by reducing fixed costs. However, there is no assurance we will succeed in these efforts, and if we are unable to effectively counteract downward pressure on prices, our operating results could be adversely affected. Adverse effects of competition on technology Some of the products that we sell contain technology that places Epson in competition against other companies. For example: - The Micro Piezo technology1 that we use in our inkjet printers competes with the thermal inkjet technologies2 of other companies; - The 3LCD technology3 that we use in our projectors competes with other companies’ DLP technologies4, and Epson’s projectors also compete against flat panel displays (FPDs)5 of other companies. We believe that the technologies we use in these products have competitive advantage over the alternative technologies of other companies. However, if consumer opinion with respect to our technologies changes, or if other revolutionary technologies appear on the market and compete with our technologies, we could lose our competitive advantage in technology and our operating results could be adversely affected. 1 Micro Piezo technology is an inkjet technology created by Epson that manipulates piezoelectric elements to fire small droplets of ink from nozzles. 2 Thermal inkjet technology (also known as bubble-jet technology) is a printer technology in which the ink is heated to create bubbles and the pressure from the bubbles is used to fire the ink. 3 3LCD technology uses high-temperature polysilicon TFT liquid-crystal panels as light valves. The light from the light source is divided into the three primary colors (red, green and blue) using special mirrors, the picture is created on separate LCDs for each color, and then the picture is recombined without loss and projected on the screen. 4 DLP technology uses a digital micro-mirror device (DMD) as a display device. A DMD is a semiconductor on which a large number of micro mirrors are arranged, each mirror directing light onto its own individual pixel. An image is formed by the light from the light source being reflected from the mirrors onto the screen. DLP and DMD are registered trademarks of Texas Instruments Incorporated. 5 FPD encompasses a variety of thin electronic display technologies. The emergence of new competitors We presently face competition from powerful companies that have advanced technological capabilities, abundant financial resources, or strong financial compositions. We also face competition from companies around the world that have market recognition, strong supply capacities, or the ability to compete on price. There is, therefore, a 16 possibility that other companies could use their brand power, technological strength, ability to procure funds, marketing power, sales skills, low-cost production ability, or other advantages to enter business areas where we are active. 3. Sudden changes, etc. in the business environment could affect Epson. Epson seeks to drive inkjet innovation, visual innovation, wearables innovation, and robotics innovation. We are looking to achieve our vision for each business by providing value to customers in the form of smart technologies, environmental benefits, and functional performance. Epson is executing plans and strategies based on a long-range corporate vision and a mid-range business plan that we believe will enable us to establish a competitive advantage in technology, which we believe will be crucial for increasing our competitiveness. We are driving further advances in our original core technologies, including Micro Piezo inkjet technology, microdisplays, sensing, and robotics, all of which arose from Epson’s rich legacy of efficient, compact, and precision technologies. By combining these technologies to create platforms, we are developing, manufacturing, and selling products and providing services that match customer needs. However, in the product markets and businesses where Epson is concentrating its management resources the pace of technological innovation is typically rapid, and product life cycles are short. In addition, demand and investment trends in Epson’s major markets could change along with global economic conditions and progress of digitalization, and could affect sales of Epson products. Moreover, there is no guarantee that Epson’s current mid-range business plan, business strategies, and actions specified therein will succeed or be realized. Under these business circumstances, Epson will also continue to strive to make rapid and smooth transition from existing products to new products by understanding market and customer needs, investing and conducting research and development from a medium- and long-range view based on product market forecasts, and creating development and design platforms. However, if Epson cannot suitably respond to technological innovations in its main markets, or if competition with other companies intensifies, or if economic downturns or other factors prevent a recovery in demand, or if Epson is unable to adequately meet sudden fluctuations in demand in a major market, its operating results could be adversely affected. 4. Our revenue and earnings could be adversely impacted by sales of third-party inkjet printer consumables. Ink cartridges etc., which comprise the bulk of consumables sold for inkjet printers, are an important source of revenue and profit for Epson. However, third parties also supply ink cartridges and other inkjet printer consumables that can be used in Epson printers. These alternative products are typically sold for less than genuine Epson brand consumables and are more prevalent in emerging markets compared to the markets of developed countries. To counter sales of third-party consumables for inkjet printers, we must emphasize the quality of genuine Epson products and must look to continuously realize customer value by further enhancing customer convenience with inkjet printers tailored to the needs of customers in each market. Printer models equipped with high-capacity ink tanks are an example of such products. We also take legal measures if any of the patent rights or trademark rights we hold over our ink cartridges are infringed upon. However, there is no assurance that any of these efforts will be effective, and if our ink cartridge revenue and profit declines because unit shipments of Epson brand ink cartridges shrink as sales of third-party alternative products expand and as we lose market share, or if we must lower the prices of Epson brand products to stay competitive, our operating results could be adversely affected. 5. Expanding businesses overseas entails risks for Epson. We continue to expand our businesses overseas, and overseas revenue accounted for approximately 75% of our consolidated revenue for the business year ended March 2018. We have production sites all over Asia, including China, Indonesia, Singapore, Malaysia and the Philippines, as well as in the United States, the United Kingdom, and other countries. We have also established many sales companies all over the world. As of the end of March 2018, our overseas employees accounted for approximately 75% of our total workforce. We believe that our global presence provides many advantages. For example, it enables us to undertake marketing activities aligned with the market needs of individual regions. It also makes us cost-competitive by reducing manufacturing costs and lead times. There are, however, unavoidable risks associated with overseas manufacturing and sales operations. There are, however, unavoidable risks associated with overseas manufacturing and sales operations. These include but are not limited to changes in national laws, ordinances, or regulations related to manufacturing and sales; social, political or economic changes; transport delays; damage to infrastructure such as 17 electrical power and communications; currency exchange restrictions; insufficient skilled labor; changes in regional labor environments; changes in tax systems overseas and uncertainty with regard to tax administration by tax authorities; protectionist trade regulations; geopolitical risks; and laws, ordinances, regulations or the like that could affect the import and export of Epson products. 6. Procuring products from certain suppliers entails risks for Epson. We procure some parts and materials from third parties, but we generally conduct ongoing transactions without entering into long-term purchase agreements. We try to have multi-source relating to parts and materials. However, certain parts and materials are procured from a single source because procuring them from an alternative supplier is not possible. We must have procurement operations that are stable and efficient, so we work with our suppliers to maintain product quality, improve products, and reduce costs. However, if our manufacturing and sales activities were to be disrupted due to things such as supplier’s parts shortages or supplier’s quality problems, our operating results could adversely be affected. 7. Problems could arise relating to quality issues. The existence of quality guarantees on Epson products and the details of those guarantees differ from one customer account to another, depending on the agreement we have entered into with them. If an Epson product is defective or does not conform to the required standard, it may have to be replaced or repaired or otherwise reworked at Epson’s expense. Or, if the product causes personal injury or property damage, we could bear product liability or hold other liability. We could also be liable to a customer and could incur expenses for repairs or corrections on the grounds that we did not adequately display or explain an Epson product’s features or performance. Furthermore, product quality problems could cause loss of trust in Epson products, and we could lose major accounts or see a drop in demand for our products, any of which might adversely affect our operating results. 8. Epson’s intellectual property rights activities expose Epson to certain risks. Patent rights and other intellectual property rights are extremely important for maintaining our competitiveness. We have independently developed many of the technologies we need, and we acquire patent rights, trademark rights, and other forms of intellectual property rights for them both in Japan and overseas. We also license the intellectual property rights for products and technologies by entering into agreements with other companies. We must strengthen our intellectual property portfolio by placing personnel in key positions to manage our intellectual property. If any of the situations envisioned below relating to intellectual property were to occur, our operating results could adversely be affected. - An objection might be raised to, or an application to invalidate might be filed with respect to, an intellectual property right of Epson, and as a result, that right might be recognized as invalid. - A third party to whom we originally had not granted a license could come to possess a license as a result of a merger with or acquisition by another party, potentially causing us to lose the competitive advantage conferred by that intellectual property. - New restrictions could be imposed on an Epson business as a result of a buyout or a merger with a third party, - and we could be forced to spend money to find a solution to those restrictions. Intellectual property rights that we hold might not give us a competitive advantage, or we might not be able to use them effectively. - We or any of our customers could be accused by a third party of infringing on intellectual property rights, which could force us to spend a large amount of time and money to resolve this and associated issues, or which could interfere with our efforts to focus our management resources. If a third-party’s claim of intellectual property right infringement were to be upheld, we could incur material damage if required to pay large amounts in compensation or royalties or if forced to stop using the applicable technology. - - A suit could be brought against Epson by an employee or other person seeking remuneration for an invention or the like, potentially forcing us to spend significant time and money to resolve the issue and, depending on the outcome, potentially requiring us to pay a large sum as remuneration. 9. Epson is vulnerable to environmental risks. Epson is subject, both in Japan and overseas, to various environmental regulations concerning industrial waste and emissions into the atmosphere that arise from manufacturing processes. In addition, with heightened concern about 18 the response to global climate change accompanying the Paris Agreement, which was adopted at the 21st Conference of the Parties to the United Nations Framework Convention on Climate Change, companies increasingly need to set more ambitious goals for emissions reductions and strive to accomplish these goals. Given this situation, Epson is proactively engage in environmental conservation efforts on multiple fronts in line with a mid-range action plan and “Environmental Vision 2050,” a document that states our long-term goals for reducing our CO2 emissions and other environmental impacts. For example, we have programs to develop and manufacture products that have a small environmental footprint. We also have programs to reduce energy use, promote the recovery and recycling of end-of-life products, ensure compliance with international substance regulations (primarily the RoHS Directive and REACH regulations in the EU), and improve environmental management systems. As a result of these efforts, Epson has reduced its CO2 emissions for the 2017 fiscal year to 590,000 tons. This represents an approximately 40% reduction since the 2006 fiscal year, which is the baseline year in “Environmental Vision 2050.” We have not had any serious environmental issues to date. In the future, however, it is possible that an environmental problem could arise that would require us to pay damages and/or fines, bear costs for cleanup, or force a halt of production. Moreover, new regulations could be enacted that would require major expenditures, and, if such a situation should occur, Epson’s operating results could be adversely affected. 10. Epson faces risks concerning the hiring and retention of personnel. We must hire and retain talented personnel both in Japan and overseas to develop advanced new technologies and manufacture advanced new products, but the competition for such personnel is becoming increasingly intense. We must hire and retain talented personnel by, for example, introducing compensation and benefit packages that are commensurate with roles and by proactively promoting people with the right skills overseas. If we are unable to continue to hire and keep enough of such employees, or if we are unable to pass along technologies and skills, we could find it difficult or impossible to execute our business plans. 11. Fluctuations in foreign currency exchanges create risks for Epson. A significant portion of our revenue is denominated in U.S. dollars or the euro. We expanded our overseas procurement and moved our production sites overseas, so our dollar-denominated expenses currently exceed our dollar-denominated revenue. On the other hand, our euro-denominated revenue is still significantly greater than our euro-denominated expenses. On the whole, our revenues in other foreign currencies also significantly exceed our expenses in those currencies. Also, although we use currency forwards and other means to hedge against the risks inherent in foreign currency exchanges, unfavorable movements in the exchange rates of foreign currencies such as the U.S. dollar, euro, or other foreign currencies against the yen could adversely affect our financial situation and operating results. 12. There are risks inherent in pension systems. We have a defined-benefit pension plan and a lump-sum payment on retirement as defined-benefit plans. We revised the defined-benefit retirement pension plan in April 2014 in response to a drop in the rate of return on pension assets and an increase in the number of beneficiaries. The revisions are designed to enable us to adapt to future market changes and maintain stable operations into the future. However, if there is a change in the operating results of the pension assets or in the ratio used as the basis for calculating retirement allowance liabilities, our financial position and operating results could be adversely affected. 13. Concerning regulatory investigations and investigations conducted by relevant authorities, etc. Epson develops its business globally, and it could become the subject of various regulatory investigations or investigations conducted by relevant authorities, etc. in any of its businesses in any country or region. For example, in addition to Epson currently being subject in Japan and overseas to proceedings relating to antitrust laws and regulations, such as those prohibiting private monopolies and those protecting fair trade, Epson will in the future be required even more to respond to various laws and regulations and compliance relating to activities pertaining to its efforts to strengthen its sales activities directed at new customers, which will include public organizations, etc. Under these circumstances, in Epson, we consider compliance to be one of the most important management policies, and for a long time, we have been conducting appropriate, preventive and controlled activities. Going forward, overseas agencies related to competition law have been conducting investigations or information gathering that have been targeting specific industries, etc., and as part of such investigation, Epson also is being 19 investigated in relation to the market situation and marketing methods in general. Furthermore, sometimes inconsistencies or potential inconsistencies arise in relation to not only anti-bribery regulations, advertising and labeling regulations, personal information protection and privacy regulations but also security trade control, and stricter laws and regulations may get introduced or a strengthening of the operation of laws and regulations may be carried out by the relevant authorities. Should violations occur in regard to these related laws and regulations, or should investigations or proceedings be carried out by the relevant authorities, such events could interfere with Epson’s sales activities. They could also potentially damage Epson’s credibility, result in a large civil fine, or result in constraints being placed on Epson’s sales activities. Any of these, as well as the added costs to comply with the relevant regulations could adversely affect Epson’s operating results and its future business expansion. As of the date we submitted our Annual Securities Report, investigations into laws and regulations, etc. targeting Epson are provided below. Regarding allegations of involvement in a liquid crystal display price-fixing cartel, the Company is currently under investigation by certain anti-monopoly-related authorities. Furthermore, regarding the inkjet printer products sold in France, authorities have initiated investigations following an allegation made by a consumer organization in the country, pursuant to consumer protection law. The consumer organization alleges that Epson shortens the life of its products, which was never Epson’s intention. Giving the highest priority to quality and environment, Epson will continue to offer designs that meet customer needs. Progress, result and resolution timing of the investigations, and their impact on Epson’s operating results and its future business development are not predictable at this time. 14. Epson is at risk of material legal actions being brought against it. Epson conducts businesses internationally. We are engaged primarily in the development, manufacture and sales of printing solutions, visual communications equipment, and wearable and industrial products, as well as the provision of services related thereto. Given the nature of these businesses, there is a possibility that an action could be brought or legal proceedings could be started against Epson regarding, for example, intellectual property rights, product liability, antitrust laws or environmental regulations. As of the date we submitted our Annual Securities Report, Epson was contending with the following material actions. In June 2010, Epson Europe B.V. (“EEB”), a consolidated subsidiary of the Company, brought a civil suit against La SCRL Reprobel (“Reprobel”), a Belgium-based group that collects copyright royalties, seeking restitution for copyright royalties for multifunction printers. With Reprobel subsequently filing a suit against EEB, the two lawsuits were adjoined. EEB’s claims were rejected at the first trial, but EEB, dissatisfied with the decision, intends to appeal. It is difficult at this time to predict the outcome of these civil actions and when they may be settled, but our operating results and future business could be affected, depending on the outcomes of suits and legal proceedings. 15. Epson is vulnerable to certain risks in internal control over financial reporting. We are building and using internal controls to ensure the reliability of financial reporting. With the establishment and operation of internal controls for financial reporting high on our list of important management issues, we have been pursuing a Group-wide effort to audit and improve corporate oversight of our Group companies. However, since there is no assurance that we will be able to establish and operate an effective internal control system on a continuous basis, and since there are inherent limitations to internal control systems, if the internal controls that Epson implements fail to function effectively, or if there are deficiencies in internal control over financial reporting or material weaknesses in the internal controls, it might adversely affect the reliability of our financial reporting. 16. Epson is vulnerable to risks inherent in its tie-ups with other companies. One of our business strategy options is to enter into business tie-ups with other companies. However, the parties may review the arrangements of tie-ups, and there is a possibility that tie-ups could be dissolved or be subject to changes. There is also no assurance that the business strategy of tie-ups will succeed or contribute to our operating results exactly as expected. 17. Epson could be severely affected in the event of a natural or other disaster. We have research and development, procurement, manufacturing, logistics, sales and service sites around the globe, and our operating results could be adversely affected by any number of unpredictable events, including but not limited to natural disasters, pandemics involving new strains of the influenza virus, infection by computer viruses, 20 leaks or theft of customer data, reputational damage on social networking services (SNS), failures of mission-critical internal IT systems, cyber-attacks, supply chain disruptions, and acts of terrorism or war. The central region of Nagano Prefecture, home to some of our key plants and offices, is an area that is at comparatively high risk of earthquakes due to the presence of an active fault zone along the Itoigawa-Shizuoka geotectonic line. Accordingly, in addition to earthquake-proofing its equipment and facilities, Epson conducts disaster drills, has prepared earthquake disaster management and response plans, and has established business continuity plans to mitigate the effects of disasters to the extent possible. However, if a major earthquake occurs in the central region of Nagano Prefecture, it is possible that, despite these countermeasures, the effect on Epson could be extreme. Although Epson is insured against losses arising from earthquakes, the scope of indemnification is limited. 21 Management Analysis of Financial Position, Operating Results and Cash Flows 1. Operating results overview (1) Operating results On the whole, the global economy continued its gradual recovery during the year under review. Regionally, the U.S. economy continued to steadily recover, fueled by an increase in consumer spending and improvement in the employment situation. The Latin American and European economies gradually recovered, and the Chinese economy showed signs of picking up. The Japanese economy continued to register signs of a gradual economic recovery, as consumer spending remained stable in response to a firm employment and income situation. The situation in the main markets of Epson was as follows. Inkjet printer demand continued to contract in Japan and Europe but was firm in the Americas. Demand for high-capacity ink tank printers expanded steadily. Large-format inkjet printer demand stayed firm. Serial-impact dot-matrix (SIDM) printer demand contracted in China after spiking last year with the enactment of B2V tax reforms. Demand also shrank in the Americas and Europe. Projector demand shrank. In addition to the absence of major sporting events in Europe, demand from the education sector in some of the major countries in Europe contracted while North American retail market sales remained sluggish. Demand for smart phones, one of the main markets for Epson’s crystal devices for electronic products, contracted due to market maturation in China. Watch demand gradually recovered in Japan. Demand for watch movements was firm. Demand for industrial robots expanded, particularly in China. The average exchange rates of the yen against the U.S. dollar and of the yen against the euro during the year were ¥110.85 and ¥129.66, respectively. This represents a 2% devaluation of the yen against the dollar and a 9% devaluation of the yen against the euro compared to the same period last year. In this business environment, operating results in the fiscal year under review are as follows. Year ended March 31, 2017 Year ended March 31, 2018 Change Percentage of change Main reason(s) for change (Billions of yen) Revenue 1,024.8 1,102.1 77.2 7.5% Boosted revenue in Printing Solutions Segment and increases caused by the impact of foreign exchange rates Cost of sales (658.8) (701.2) (42.3) – Changes in revenue and increases caused by the impact of foreign exchange rates Gross profit Selling, general and administrative expenses Business profit * Other operating income and Other operating expense Profit from operating activities Finance income and Finance costs Profit before tax 365.9 400.8 34.8 9.5% (300.1) (326.0) (25.8) Increases caused by the impact of foreign exchange rates – 65.8 74.7 8.9 13.6% 2.0 (9.7) (11.8) – 67.8 (0.4) 67.4 65.0 (2.4) 62.6 (2.8) (4.3%) (1.9) (4.8) – (7.1%) Increases caused by the impact of foreign exchange rates Increases in foreign exchange losses and expenses caused by restructuring of overseas plants Increases in foreign exchange losses 22 Year ended March 31, 2017 Year ended March 31, 2018 Change Percentage of change Main reason(s) for change (Billions of yen) Income taxes (18.4) (20.8) (2.4) – Increases mainly caused by a reversal of deferred tax assets accompanying U.S. tax reform Profit for the period * Business profit is calculated after deducting cost of sales and selling, general and administrative expenses from revenue. (13.8%) (6.6) 48.4 41.7 A breakdown of operating results in each segment is provided below. Printing Solutions Segment Printer business revenue increased. Inkjet printer revenue continued to expand, as high-capacity ink tank printer unit shipments jumped in emerging economies and as increased market recognition sparked unit shipment growth in developed countries, as well. Foreign exchange effects also boosted inkjet revenue. Consumables revenue moved sideways year on year, as increased sales of ink bottles for high-capacity ink tank printers and foreign exchange effects offset a decline in consumer printer ink cartridges revenue. Page printer sales decreased due to a slump in consumables sales in addition to a decline in unit shipments, the result of a sharper focus on selling high added value models. SIDM printer revenue declined compared to last year, when there was special demand in the Chinese tax collection system market. Revenue in the professional printing business increased. Total revenue from large-format inkjet printers increased on solid demand in the growing signage, textile, and label printer markets. Foreign exchange effects also had a positive effect on revenue. Consumables revenue also increased owing to an increase in unit shipments and to foreign exchange effects. POS system product revenue increased owing primarily to unit shipment growth from contract wins in North America and beneficial effects of foreign exchange. Segment profit in the printing solutions segment was squeezed by a decline in sales of SIDM printers and soaring raw materials costs yet still rose due to sales growth in high-capacity ink tank inkjet printers and large-format inkjet printers in combination with foreign exchange effects. As a result of the foregoing factors, revenue in the printing solutions segment was ¥736.6 billion, up 7.3% year on year. Segment profit was ¥94.8 billion, up 12.8% year on year. Visual Communications Segment Visual communications revenue increased. Total 3LCD projector revenue increased chiefly because firm demand for Epson’s laser projectors in the high-brightness segment caused an upsurge in unit shipments of high added value products. Foreign exchange effects also positively affected revenue. Segment profit in the visual communications segment increased chiefly as a result of growth in unit shipments of high-lumen and other projectors, as well as foreign exchange effects. As a result of the foregoing factors, revenue in the visual communications segment was ¥198.8 billion, up 10.7 % year on year. Segment profit was ¥24.4 billion, up 51.3 % year on year. Wearable & Industrial Products Segment Revenue in the wearable products business decreased slightly from last year. Although positively affected by foreign exchange, it was not enough to compensate for a drop in retail demand in North America and other factors. 23 Revenue in the robotics solutions business increased owing to industrial robot order growth in China and foreign exchange effects. Revenue in the microdevices business increased. Although positively affected by foreign exchange, crystal device revenue decreased due to a decline in unit shipments to manufacturers of cell phones and other personal electronics. Semiconductor revenue increased owing to increased market demand and unit shipment growth, as well as foreign exchange effects. Segment profit in the wearable & industrial products segment decreased, as declines in sales of wearable products and quartz devices more than offset increased sales in the robotic solutions and semiconductor businesses and foreign exchange effects. As a result of the foregoing factors, revenue in the wearable & industrial products segment was ¥167.3 billion, up 5.5% year on year. Segment profit was ¥7.1 billion, down 8.4% year on year. Other Other revenue amounted to ¥0.9 billion, down 37.9 % year on year. Segment loss was ¥0.5 billion, compared to a segment loss of ¥0.4 billion year on year. Adjustments Adjustments to the total profit of segments amounted to negative ¥51.1 billion. (Adjustments in the previous fiscal year were negative ¥41.7 billion.) The main components of the adjustment were basic technology research and development expenses that do not correspond to the segments and expenses associated with things such as new businesses and corporate functions. (2) Cash flow performance Net cash from operating activities during the year totaled ¥84.2 billion (compared to ¥96.8 billion in the previous fiscal year). This was due to factors including an increase in depreciation and amortisation totaled ¥49.9 billion, in addition to profit for the year of ¥ 41.7 billion. Net cash used in investing activities totaled ¥74.6 billion (compared to ¥75.7 billion in the previous fiscal year), mainly because Epson used ¥73.6 billion in the purchase of property, plant and equipment and purchase of intangible assets. Net cash from financing activities totaled ¥0.0 billion (compared to ¥26.6 billion used in the previous fiscal year). This was due to factors including proceeds from issuance of bonds issued totaling ¥19.8 billion and net increase in current borrowings totaling ¥11.5 billion, despite there being redemption of bonds issued totaling ¥10.0 billion and dividends paid totaling ¥21.1 billion. As a result, cash and cash equivalents at the end of the fiscal year totaled ¥229.6 billion (compared to ¥221.7 billion at the end of the previous fiscal year). *Please refer to the following for Epson’s financial results for previous fiscal years: https://global.epson.com/IR/ 24 2. Manufacturing, orders received and sales (1) Actual manufacturing The following table shows actual manufacturing information by segment in the fiscal year under review. Business segment Year ended March 31, 2018 (From April 1, 2017, to March 31, 2018) (Millions of yen) Change compared to previous fiscal year (%) Printing solutions Visual communications Wearable & Industrial products Total for the segments Other Total 741,665 208,598 160,060 1,110,324 176 1,110,500 109.1 118.9 108.5 110.7 29.6 110.7 Notes 1. The above figures are based on sales prices. Intersegment transactions are offset and therefore eliminated. 2. The above figures do not include consumption tax. 3. The above figures include outsourced manufacturing. (2) Orders received Epson’s policy is to manufacture products based on sales forecasts. Accordingly, this section does not apply. (3) Actual sales The following table shows actual sales information by segment in the fiscal year under review. Business segment Year ended March 31, 2018 (From April 1, 2017, to March 31, 2018) (Millions of yen) Change compared to previous fiscal year (%) Printing solutions Visual communications Wearable & Industrial products Total for the segments Other Total Notes 1. Intersegment transactions are offset and therefore eliminated. 2. The above figures do not include consumption tax. 3. No customer accounts for more than 10% of the actual total sales. 736,239 198,889 158,535 1,093,663 187 1,093,851 107.3 110.7 105.2 107.6 23.8 107.5 25 3. Management analysis and discussion on operating results, etc. Recognition and details of analysis/discussions on Epson’s operating results, etc. from the management’s perspective are as follows: All forward-looking statements hereunder were made at Epson’s discretion based on the forecasts and certain assumptions at the end of the fiscal year. These statements may differ from actual results and are not guarantees of the achievement. (1) Operating results, etc. Financial position Total assets at the end of the fiscal year were ¥1,033.3 billion, an increase of ¥58.9 billion from the previous fiscal year end. This increase was mainly due to a ¥22.7 billion increase in property, plant and equipment, a ¥14.7 billion increase in inventories, a ¥9.5 billion increase in trade and other receivables, a ¥7.8 billion increase in cash and cash equivalents, and a ¥3.3 billion increase in other current assets. Segment assets of the printing solutions segment at the end of the fiscal year under review were ¥410.4 billion, an increase of ¥33.7 billion compared to the end of the last fiscal year, because of an increase in property, plant and equipment in conjunction with capital expenditures principally for the purpose of new products and enhancement of production capacity, and other factors. Likewise, segment assets of the visual communications segment amounted to ¥127.3 billion, up ¥12.3 billion compared to the previous fiscal year end, and those of the wearable & industrial products segment totaled ¥142.3 billion, up ¥8.3 billion compared to the previous fiscal year end. Total liabilities were ¥518.2 billion, up ¥38.5 billion compared to the end of the last fiscal year. Although other current liabilities decreased by ¥5.3 billion and net defined benefit liabilities decreased by ¥2.9 billion, total liabilities increased primarily because of a ¥19.9 billion increase in bonds issued, borrowings and lease liabilities under current liabilities and non-current liabilities, an ¥13.1 billion increase in trade and other payables, a ¥7.9 billion increase in other non-current liabilities, and a ¥7.1 billion increase in provisions for current liabilities and non-current liabilities. The equity attributable to owners of the parent company totaled ¥512.7 billion, a ¥20.5 billion increase compared to the previous fiscal year end. Although dividends paid totaled ¥21.1 billion and there was a ¥5.2 billion decrease in other components of equity, primarily consisting of exchange differences on translation of foreign operations associated with a rise in the value of the yen, equity attributable to owners of the parent company increased mainly because retained earnings increased due to the recording of a ¥41.8 billion profit for the period and because of a ¥4.9 billion remeasurement of net defined benefit liabilities (assets) Working capital, defined as current assets less current liabilities, was ¥316.7 billion, an increase of ¥65.7 billion compared to the end of the previous fiscal year. Operating results The operating results are provided in “Management Analysis of Financial Position, Operating Results and Cash Flows 1. Operating results overview (1) Operating results.” Cash flow performance The cash flow performance is provided in “Management Analysis of Financial Position, Operating Results and Cash Flows 1. Operating results overview (2) Cash flow performance.” (2) Capital resources and liquidity Epson plans to allocate ¥83.0 billion to capital expenditures for the fiscal year ending March 31, 2019, and required funds will be covered by current funds in hand. The amount of planned capital expenditures for each segment is as described in “Information on the Company 4. Plans for new additions or disposals.” In order to stably secure funds necessary for business activities such as capital expenditures, Epson raises funds through utilization of internal funds as well as borrowings from financial institutions and issuance of bonds. The balance of interest-bearing debt at the end of the fiscal year under review was ¥166.5 billion, up ¥19.9 billion compared to the previous fiscal year end, due to an increase in issuance of bonds and borrowings, despite redemption of bonds. The balance of cash and cash equivalents at the end of the fiscal year under review totaled ¥229.6 billion, up ¥7.8 billion compared to the end of the last fiscal year, giving Epson sufficient liquidity. Epson has earned a credit rating from Rating and Investment Information, Inc. The rating was A (single A) as at the end of the fiscal year under review. 26 (3) Management policy, corporate strategy, objective indices to assess the status of achievement of management goals, etc. As stated in “Management Analysis of Financial Position, Operating Results and Cash Flows 5. Management policy, business environment and issues to be addressed, etc.,” Epson will aim to achieve, for the 2025 fiscal year, ¥1,700 billion in revenue, ¥200 billion in business profit, a 12% return on sales (business profit/revenue), and a 15% return on equity (profit for the period/equity attributable to owners of the parent company), assuming exchange rates of 115 yen to the U.S. dollar and 125 yen to the euro, by striving to promote a growth strategy based on the Epson 25 Corporate Vision and the mid-range business plan for achieving the vision and strengthen its business infrastructure and financial structure. In each area of innovation where its unique strength can be demonstrated, Epson will look to achieve operating performance targets by accomplishing strategies for future growth of each business set forth in “Management policy, business environment and issues to be addressed, etc.” above as well as promoting sustainable growth and increase of its corporate value Information on differences in main items relating to overview of the status of operation results, etc. Matters concerning differences between the main items on IFRS consolidated financial statements and equivalent items on consolidated financial statements prepared based on the Ordinance on Terminology, Forms and Preparation Methods of Consolidated Financial Statements (excluding Article 7 and Article 8, hereinafter referred to as “Japanese accounting standards”) are as follows: (Expenses associated with post-employment benefits) Under Japanese accounting standards, Epson wrote off actuarial gains and losses and past service costs over a certain period of time. Under IFRS, remeasurement of net defined benefit liabilities (assets) is recognized in full as other comprehensive income in the period in which this item is transferred to retained earnings immediately. Past service costs are recognized in profit and loss either in the period when the plan is amended or curtailed, or in the period when associated restructuring costs or termination benefits are recognized, whichever is earlier. Due to these effects, the cost of sales and selling, general and administrative expenses, and finance costs in the previous fiscal year increased by ¥0.4 billion when calculated based on IFRS rather than Japanese standards. The cost of sales and selling, general and administrative expenses, and finance costs in the fiscal year increased by ¥2.3 billion. 27 4. Research and development activities Epson conducts research and development to create products and services that offer value that exceeds customer expectations. We seek to create value by driving advances in Micro Piezo printheads, microdisplays, sensors, and robotics, all of which are unique core technologies that evolved from Epson’s rich legacy of efficient, compact, and precision technologies. Further value is added by developing technology platforms that meet the needs of a wide spectrum of customers. The corporate R&D division and the R&D units of the operations divisions are teaming up to develop core technologies and devices for the future and to strengthen manufacturing infrastructure. Together, they are laying a technological foundation to create new businesses, strengthen existing ones, and increase the competitiveness of all Epson products. Total R&D spending during the fiscal year was ¥50.3 billion. The printing solutions segment accounted for ¥18.0 billion, the visual communications segment for ¥10.0 billion, and the wearable and industrial products segment for ¥7.1 billion. The “other” segment and corporate segment accounted for the remaining ¥15.0 billion. The main R&D accomplishments in each segment are described below. Printing solutions segment In the printer business, Epson launched an A4 compatible business inkjet multifunction printer that is both space-saving and has high ink capacity. This product is equipped with an ink pack system that allows for higher ink capacity than ink cartridges and by installing the ink packs in the lower section of the printer, it’s possible to simultaneously save space and increase ink capacity. Also, Epson achieved the fastest first-page printing speed among Epson business inkjet printers1 with the first page taking 5.3 seconds when printing in color2 and 4.8 seconds when printing in black and white2. Furthermore, it has an increased range of compatible paper types, is equipped with the ability to handle paper types suitable for various tasks, and has a simple printing process and architecture that is only possible with inkjet. Because the printing process does not rely on heat, using a non-contact printing process that sprays ink onto the paper, the printer offers outstanding environmental performance. In addition, Epson launched new inkjet printer products in the Japanese domestic market equipped with high-capacity ink tanks (eco tank). These included a compact A4 compatible multifunction unit, the first A3 compatible3 multifunction unit model equipped with a high-capacity ink tank, and an A3 extra compatible4 multifunction unit for business. These new product models reduce the inconvenience of changing ink cartridges for customers that do a lot of printing and are equipped with large-capacity ink tanks that allow customers to print documents and photos at low cost and without hesitation. They are able to print clear and clean characters because all models are loaded with clear black pigment ink. Also, models equipped with PrecisionCore printheads can achieve high-resolution printing on plain paper at 600dpi enabling printing tasks with fine lines, such as detailed characters and blueprints, to be reproduced with stunning clarity. In the professional printing business, Epson launched a new product, a large format inkjet printer appropriate for design and proof processes and the production of high-resolution posters. With this product, color reproduction is possible throughout the process, from design to printing, which enables process simplification by reducing the time spent checking colors. In this way, said product contributes to improving the work flow efficiency of printing operations, from design to proofing. Also, Epson launched a new sublimation transfer printer product, a high-end model equipped with two PrecisionCoreTFP printheads. The basic performance and convenience of this product were further improved by combining Epson Precision Dot, an original technology developed based on Epson’s many years of experience with photographic image technology related to inkjet printers, and Epson’s genuine software RIP, Epson Edge Print. Epson also launched a new garment printer product with improved productivity and ease of maintenance reflecting customer requests. New to this product is a function that keeps T-shirts flat and reduces setting time with a setting method that uses a cloth sheet and baren5. This product is also capable of printing that is both high-concentration and high-speed using the Double Strike printing function in which color ink and white ink are used in combination. Furthermore, Epson improved ease of maintenance by, for example, newly installing a filter to the automatic ink circulation system and by automating absorption cap cleaning by adding a cleaning cartridge. As a result, Epson reduced downtime and achieved stable operation of the aforementioned product. 1 Among Epson’s lineup for business inkjet printers as of January 16, 2018. 28 2 Please refer to Epson’s website for details regarding the calculation criteria for printing time of the first sheet. 3 The scanner is A4 compatible. 4 The scanner is A3 compatible. 5 Reduces unevenness by keeping T-shirts flat when set on a cloth sheet. Visual communications segment In regard to the 3LCD projectors for business, as part of efforts to strengthen the lineup for models equipped with a laser light source, Epson launched a bright model intended for permanent installation appropriate for use in wide open spaces such as large meeting rooms and concert halls, and launched a wall-mounted ultra-short throw projector model that can be used not just in meeting rooms and classrooms but can also be used for digital signage and ambiance enhancement at retail and entertainment facilities. In regard to the high-lumen (15,000lm (lumen)) model intended for permanent installation, Epson achieved decreased size and increased efficiency and succeeded in making it compact and lightweight with brightness increased by approximately 50% when compared to the lamp light source6 in Epson’s previous models, and volume reduced by approximately 30%. As for the wall-mounted ultra-short throw projector model, among all 4,000lm devices, this model is Epson’s first model equipped with a laser light source. This product can project clear and vivid images even in a well-lit room and due to being high resolution, WUXGA (1920×1200), it can enlarge projected images, including high-definition diagrams and charts with many items, and maintain clarity. Furthermore, when projecting a 70 inch image, it’s possible to set the projector almost directly above the surface being projected onto, as the product has a projection distance of about 41cm. As such, it’s less likely for a nearby person to cast a shadow on the projection and there’s no risk of looking into a bright light. Also, Epson announced a new projector product equipped with a laser light source, a lighting model for the ambiance enhancement market. This product is the first projector Epson provides that can not only project images but also be used as a spotlight. Using a cylindrical shape that feels natural in most spaces, this projector can project onto things other than a screen such as tables, display cases and products. Also, it’s easy to customize the projected image to be, for example, a circle or a window shape and due to its exceptional ease of installation, it’s possible to use it for new ambiance enhancement using imagery in various locations such as offices, stores, retail facilities, and restaurants. 6 When comparing with the EB-Z10005U and the EB-Z10000U. Wearable and industrial products segment In the wearable products business, Epson newly created TRUME, a brand that aims to create the ultimate analog watch using leading-edge technology, and launched an original analog watch that displays each sensor data using analog needles. This watch has various sensors, such as a GPS sensor, an air pressure/elevation sensor, and a magnetic north sensor, installed and functioning in it. It can continue to function, even while receiving additional data from the expanded sensor device, as it is provided power by a built-in solar panel. In the robotic solutions business, Epson commercialized an autonomous dual-arm robot with the product concept of “seeing, sensing, thinking, and working.” Unlike most industrial robots, which are conventionally installed in a fixed location on a line to perform a given task, this product can be moved to wherever it’s needed to take the place of a single human worker and carry out jobs such as assembly and transferring. In this way, it enables the automation of manufacturing that previously would have been difficult to automate. Epson also developed a 6-axis industrial robot (vertical articulated robot) and a SCARA (Selective Compliance Assembly Robot Arm) robot (horizontal articulated robot) that meet many of the needs of a manufacturing facility. As a result of efforts such as independently developing a folding arm and internalizing the controller within the robot itself, these products are able to contribute to reducing space used in factories and improving productivity. In the micro-devices business, Epson developed a real time clock module8 that has an internal digital temperature compensated crystal oscillator (DTCXO7) for automotive and industrial applications. In general, there is a tradeoff between lower energy consumption and higher precision when making real time clock modules. However, with this product Epson succeeded in reducing electricity consumption and expanding operating temperature range by using manufacturing technology of tiny, accurate tuning fork crystal units and new IC design technology that enables the crystal unit to be driven at low power. 7 A digital temperature compensated crystal oscillator is an oscillator (crystal unit and oscillation circuit) with a function that applies corrections to frequencies, which change in response to the ambient temperature of the crystal unit. 29 8 Epson’s real-time clock modules are single-package products that have a real-time clock IC with clock, calendar, and other functions and an integrated 32.768-kHz crystal unit. 30 5. Management policy, business environment and issues to be addressed, etc. All forward-looking statements hereunder were made at Epson’s discretion based on the forecasts and certain assumptions at the end of the fiscal year. These statements may differ from actual results and are not guarantees of the achievement. (1) Fundamental management policy Endowed with a rich legacy of efficient, compact, and precision technologies, Epson seeks to continuously create game-changing customer value and play a central role in creating a better world as an indispensable company by forging innovations through challenges that are bold, imaginative, and exceed our own vision. Using the Epson Management Philosophy and the global tagline below as guides, we will strive to achieve our vision with employees who embrace a common set of values, demonstrate teamwork, and exercise initiative to create value that exceeds customer expectations. Epson Management Philosophy Epson aspires to be an indispensable company, trusted throughout the world for our commitment to openness, customer satisfaction and sustainability. We respect individuality while promoting teamwork, and are committed to delivering unique value through innovative and creative solutions. EXCEED YOUR VISION As Epson employees, we always strive to exceed our own vision, and to produce results that bring surprise and delight to our customers. (2) Medium- and long-term corporate strategy and issues to be addressed Epson began the 2016 fiscal year under a new 10-year corporate vision and a new mid-range business plan. The Epson 25 Corporate Vision describes what Epson would like to achieve by the start of the 2025 fiscal year. Meanwhile, the Epson 25 Mid-Range Business Plan (FY2016-2018) is a three-year plan for the first phase of work toward achieving the vision. The business environment in which Epson operates needs to be closely watched. Although the global economy is generally registering signs of gradual recovery, political uncertainty and the economic situation are fueling concerns over things such as foreign exchange volatility and geopolitical risks that could well impact national economies and product demand. Epson will look to sustain growth and increase corporate value over the medium- to long term by steadily executing the strategies described below. ① Epson 25 Corporate Vision The Epson 25 Corporate Vision (hereafter called “Epson 25”), which was created based on an understanding of the mega trends, changes, and other forces that will shape Epson’s business in the future, contains the following vision statement: “Creating a new connected age of people, things and information with efficient, compact and precision technologies.” “Efficient, compact and precision technologies” are original technologies that will create the value that Epson will provide to its customers in three areas: smart technologies, the environment, and performance. Smart technologies. Use advanced products and software so customers can easily, conveniently, and securely use our products anywhere and anytime. 31 Environment. Contribute to the development of a sustainable society by leveraging efficient, compact and precision technologies to reduce the environmental impact of products and services across their life cycles. Performance. Create new and higher value by providing outstanding products that contribute to customer productivity, accuracy and creativity. Advances in information and communication technology will interconnect vast amounts of information on the Internet, causing cyber space to expand indefinitely. As a manufacturing company that specializes in generating value in the real world, Epson will play an important role in “creating a new connected age of people, things and information” by using attractive, advanced products as leverage to collaborate with IT companies and increase the value of the technologies it provides to customers. In this “new connected age” Epson aims to free people from repetitive manual labor and from unnecessary wastes of time and energy. Epson’s goal is to heighten people’s creativity, and to create a sustainable and affluent society in which people enjoy safe and healthy lifestyles. In line with this vision, Epson will provide value in the form of smart technologies, the environment, and performance in four areas of innovation: inkjet innovation, visual innovation, wearables innovation and robotics innovation. Epson will drive innovations in these areas by achieving the vision in each of its businesses. To support the realization of Epson 25, Epson will further strengthen its business infrastructure and company-wide information systems in the areas of human resources, technology, manufacturing, sales, and the environment. Epson set out financial performance targets in Epson 25. Assuming exchange rates of 115 yen to the U.S. dollar and 125 yen to the euro, Epson will aim to achieve, by the 2025 fiscal year, ¥1,700 billion in revenue, ¥200 billion in business profit, a 12% return on sales (business profit*/revenue), and a 15% return on equity (profit for the period/equity attributable to owners of the parent company). * Business profit is very similar to operating income under Japanese accounting standards (J-GAAP), both conceptually and numerically. Epson began using business profit as an indicator after adopting International Financial Reporting Standards (IFRS) in FY2014 to facilitate comparisons with past results. Vision in Each Business Printing: inkjet innovation Refine original Micro Piezo technology, and expand into high-productivity segments. Improve environmental performance and create a sustainable printing ecosystem. Visual communications: visual innovation Refine original microdisplay and projection technologies, and create outstanding visual experiences and a natural visual communications environment for every aspect of business and lifestyles. Wearables: wearables innovation Leverage our watchmaking heritage, refine timekeeping and sensing accuracy, and offer a sense of status and fashion. Robotics: robotics innovation Combine our core technologies with sensing and smart technologies in manufacturing, expand applications, and create a future in which robots support people in a wide variety of situations. Microdevices: support the four innovations Contribute to Epson’s finished products and to the development of smart communications, power, transportation and manufacturing systems with advanced Epson quartz timing and sensing solutions and low-power semiconductor solutions. ② Epson 25 Mid-Range Business Plan (FY2016-2018) The Epson 25 Mid-Range Business Plan (FY2016-2018) is a roadmap for the first phase of work toward achieving the Epson 25 vision. During this phase Epson will sustain the momentum it gained by strategically 32 adopting new business models and developing new market segments under the previous corporate vision. At the same time, it will move forward on product development while aggressively investing as needed to provide a solid business foundation. The basic strategy for achieving this will be to continue to grow by further increasing its competitive edge in businesses where SE15 strategic initiatives were successful, and to quickly address issues and establish a path to growth in businesses where Epson was unable to fully advance. Epson will look to ensure growth by creating products and services that generate customer value in smart technologies, the environment, and performance, as the Epson 25 aims to achieve. While taking care to grow profit over the short term, Epson will also invest management resources as appropriate, quickly establish new business models, and strengthen its sales organizations to achieve the Epson 25 vision. Epson will also position itself for future growth by pursing the business strategies below and by building up its business infrastructure. Strategies in Each Business  In the printer business, Epson will aim to establish a competitive advantage in the home printer market by boosting the attractiveness of its products and to get office market development on track with linehead models. In professional printing, Epson will establish a competitive advantage with hardware, improve support and other organizational infrastructure, and achieve solid growth in new domains. In visual communications, Epson will further strengthen its presence in the projection market and use laser light sources to pave the way to rapid growth in new markets. In wearable products, Epson will lay the foundation for building wearables into a core business by refining watch resources and combining them with sensors to create families of differentiated products. In robotics solutions, Epson will create a framework for growth on top of its technology base. In microdevices, Epson will create a stable business platform in the quartz business by building competitive strength. The semiconductor business, meanwhile, will create new core technologies and devices.      Strengthening Business Infrastructure Technology. Refine our efficient, compact and precision technologies, advance our actuator, optical control, and sensor technologies, and bring in information and communication technology to continue to create new customer value. Manufacturing. Provide timely products that others cannot easily imitate. Offer them at highly competitive costs and quality. Sales and support. Strengthen the office and industrial domains, establish optimum area sales organization, improve products quality with a market-driven (market-in) approach, and transform the brand image. Environment. Expand initiatives to reduce environmental impacts across product and service life cycles and supply chains. Under the foregoing basic policies, we executed policies during the fiscal year to drive growth in our businesses through the development and sales of strategic products. On the other hand, certain issues that need to be addressed became clear. Not only do we now recognize that it is going to take more time for these products to penetrate the market but we also clearly see that the world is changing at dizzying speed and that we need to respond by strategically realigning and restructuring some of our businesses. In the realm of inkjet innovation, therefore, we will seek to strengthen the profit structure. On the one hand, we will capitalize on inkjet advantages such as superior environmental performance and lower printing costs to expand sales of high-capacity ink tank printers beyond emerging nations and into developed countries. On the other hand, we will revolutionize office printing by penetrating the office market with the line inkjet printers that we launched to market earlier in the fiscal year. 33 In the realm of visual innovation, we will seek further growth by developing and recommending lighting, signage, and other new applications that take advantage of the unique features of projection technology. In our other businesses, we will execute strategies to achieve the corporate vision. For example, we began setting the stage for business growth in wearables by launching own-brand products. And in robotic systems, we are preparing to enter the collaborative robot market. To respond to future changes in the market environment, we will strengthen the new technology and new business model research function for growth areas across the company. (3) Basic policy regarding company control Epson’s board of directors agreed on a basic policy governing persons who control our financial and business policy decisions (hereinafter the “basic policy”). ① Overview Epson believes that its shareholders should be determined through free trade on the market. Therefore, the decision as to whether to accept a takeover offer that would allow another party to acquire a controlling share of Epson and thus gain power over the Company’s financial and business decisions should ultimately be put before the shareholders. To ensure and enhance the corporate value and common interests of shareholders, Epson believes it is essential for Epson’s directors, managers, and employees to work as a team to create value, to pursue the Epson tradition of creativity and challenge, and to earn and keep the trust of its customers. Not all large-scale acquisitions of shares enhance the value of the company whose shares are being acquired, nor do they always serve the common interests of shareholders. Epson recognizes the need to use all necessary and appropriate means to protect the Company’s corporate value and the common interests of its shareholders against persons seeking to improperly acquire large numbers of shares in an attempt to gain control over decisions concerning the Company’s financial and business policies. ② Summary of measures in support of the basic policy 1) Specific actions in support of the basic policy In March 2016 the Company established the Epson 25 Corporate Vision, a document that describes Epson’s goals over the decade between the 2016 and 2025 fiscal years. At the same time, the Company established the Epson 25 Mid-Range Business Plan (FY2016-2018), a three-year plan for the first phase of work toward achieving the Epson 25 vision. Under the Phase 1 Mid-Range Business Plan, Epson will build a robust foundation for business by sustaining the results of successful strategic initiatives pursued to date, developing products for the future, and aggressively investing as needed. 2) Efforts to deter parties who are deemed inappropriate based on Epson’s basic policy in gaining control over the Company’s financial and business policy decision making To ensure and enhance corporate value and the common interests of its shareholders, Epson updated its measures to prevent large-scale acquisitions of Epson shares and received approval for them at the June 2014 Ordinary General Meeting of Shareholders. Epson revised these old measures to further enhance appropriateness and transparency. Shareholders approved the new measures at the June 28, 2017 Ordinary General Meeting of Shareholders. (The new measures are called “the Plan” below.) The purpose of the Plan is to prevent large-scale acquisitions of Epson stock certificates by having shareholders decide whether to allow such acquisitions and by giving the Epson board of directors the time and information they need to present shareholders with an alternative proposal and enable the board to negotiate with the acquirer on behalf of shareholders. Specifically, a party that intends to acquire or make a takeover bid for 20% or more of stock certificates outstanding shall be required to submit in advance to the Epson board of directors a statement of intent as well as sufficient and necessary information for decision making on the part of shareholders and for evaluation and consideration by a special committee. The party shall also be required to comply with the procedures defined in the Plan. Furthermore, the Plan allows for the activation of defensive measures if, for example, the proposed acquisition is not conducted in line with the Plan or it is deemed contrary to Epson’s corporate value or the common interest of its shareholders. 34 To prevent the Epson board of directors from making arbitrary decisions about whether to activate takeover defense measures, a special committee composed entirely of highly independent outside directors shall assess the need for a defense. The special committee shall examine the nature of a proposed stock acquisition, request information from the Epson board of directors regarding alternative proposals, provide information to shareholders, and negotiate with a potential acquirer. The special committee shall recommend whether to active a defense to the Epson board of directors. The Epson board of directors shall accept the committee’s recommendation and promptly accept or reject a resolution to invoke preventive measures, by following that advice (unless the board concludes that doing so would violate the directors’ duty of care). ③ Decisions made by the Epson board of directors regarding specific actions and the justification for those decisions Specifically, the Plan guarantees appropriateness and objectivity, is reasonable, and supports Epson’s corporate value and the common interests of its shareholders because among other things, a) it was updated after being approved by shareholders at the general shareholders’ meeting; b) it contains provisions for reasonable and objective implementation; c) the special committee comprising Outside Directors with a high degree of independence from Epson management was established and activation of the Plan is subject to the assessment of that special committee; d) the Board of Directors is required to follow the recommendations of the special committee regarding the necessity of anti-takeover measures (except in cases where following such advice could be considered a violation of directors’ obligation to exercise the duty of due care of a prudent manager); e) the special committee may solicit expert opinions from third parties at Epson’s expense; f) the period necessary for each process after an acquirer expressed the intention to purchase is specified; g) in case of acquiring stock acquisition rights from non-qualified parties, it is clarified that any economic profit such as cash will not be delivered; and h) the Plan was determined to be valid for approximately three years and may be abolished by the Board of Directors at any time. The Plan is not for keeping Epson executive officers in their posts. 35 6. Dividend policy The Company strives to sustain business growth through the creation of customer value and to generate stable cash flow by improving profitability and using management resources efficiently. While the top priority is on strategic investment in growth, the Company also actively returns profits in parallel with its efforts to build a robust financial structure that is capable of withstanding changes in the business environment. In line with this policy, the Company has set a consolidated dividend payout ratio in the range of 40% as a medium-term target, the ratio based on profit after an amount equivalent to the statutory effective tax rate is deducted from business profit, a profit category that shows profit from the Company’s main operations (and which is very similar to operating income under Japanese accounting standards, both conceptually and numerically). The Company intends to be more active in giving back to shareholders by agilely purchasing treasury shares as warranted by share price, the capital situation, and other factors. The Company’s dividend policy is to pay cash dividends twice a year. The year-end dividend is determined by resolution of the general shareholders’ meeting and the interim dividend is determined at a meeting of the board of directors. Revenue and business profit, the latter of which indicates the true strength of a business, grew year on year primarily owing to strategic progress and foreign exchange effects. The Company therefore has paid an annual dividend of ¥62 per share, an increase of ¥2 per share compared to last year. The Company’s Articles of Incorporation allow the Company to issue an interim dividend with a record date of September 30 every year by resolution of the board of directors. The Company’s distribution of retained earnings for the fiscal year under review is as follows. Distribution of retained earnings for the fiscal year under review Date approved October 26, 2017, by resolution of the board of directors June 27, 2018, by resolution of the general shareholders’ meeting Cash dividends (Millions of yen) Cash dividend per share (Yen) 10,572 11,276 30 32 Notes 1. The total amount of dividends to be paid based on the resolution of the board of directors on October 26, 2017 includes ¥5 million of cash dividends for the Company’s shares held through the BIP (Board Incentive Plan) trust (hereinafter referred to as the “BIP trust”). 2. The total amount of dividends to be paid based on the resolution of the general shareholders’ meeting on June 27, 2018 includes ¥5 million of cash dividends for the Company’s shares held through the BIP trust. 36 Corporate Governance 1. Approach to corporate governance (1) Basic corporate governance principles The general principles of corporate governance at Epson are as follows: ▪ Respect the rights of shareholders, and ensure equality. ▪ Bear in mind the interests of, and cooperate with, stakeholders, including shareholders, customers, local communities, business partners, and Epson personnel. ▪ Appropriately disclose company information and maintain transparency. ▪ Directors, Executive Officers, and Special Audit & Supervisory Officers shall be aware of their fiduciary duties and shall fulfill the roles and responsibilities expected of them. ▪ Engage in constructive dialogue with shareholders. To achieve the goals declared in the Management Philosophy, promote sustainable growth, and increase corporate value over the medium and long terms, Epson strives to continuously enhance and strengthen corporate governance so as to realize transparent, fair, fast, and decisive decision-making. Under a company with an Audit & Supervisory Committee, to further increase the effectiveness of corporate governance, Epson further improves the supervisory function of the Board of Directors, further enhances deliberation and speeds up management decision-making. (2) Corporate governance system Overview of and reasons for adopting the current system of corporate governance Epson is structured as a company with an Audit & Supervisory Committee. It has a Board of Directors, an Audit & Supervisory Committee, and a financial auditor. It has also voluntarily established an advisory committee for matters such as the Director nomination and compensation. This governance system was adopted to further increase the effectiveness of corporate governance by strengthening supervision over management and by enabling the Board of Directors to devote more time to discussions while speeding up decision-making by management. The main corporate management bodies and their aims are described below: Board of Directors The Board of Directors, with a mandate from shareholders, is responsible for realizing efficient and effective corporate governance, through which Epson will accomplish its social mission, sustain growth, and maximize corporate value over the medium and long terms. To fulfill these responsibilities, the Board of Directors will exercise a supervisory function over general management affairs, maintain management fairness and transparency, and make important business decisions, including decisions on things such as management plans, business plans, and investments exceeding a certain amount. The Board of Directors is composed of 12 Directors, including five Outside Directors. Meetings of the Board of Directors are, as a rule, held once per month and as needed. The Board of Directors makes decisions on basic business policies, important business affairs, and other matters that the Board of Directors is responsible for deciding as provided for in internal regulations. Business affairs that the Board of Directors is not responsible for deciding are delegated to executive management, and the Board monitors these. To speed up business decisions and increase business agility as a company with an Audit & Supervisory Committee, Epson expanded the scope of affairs delegated to executive management from the Board of Directors and limits board deliberations to only the most important issues. Corporate Governance Policy states that at least one-third of the board members should be outside directors. Audit & Supervisory Committee The Audit & Supervisory Committee, with a mandate from shareholders, is responsible for independently and objectively auditing and monitoring the execution of director duties and for ensuring the sound and sustained growth of Epson. The Audit & Supervisory Committee verifies the effectiveness of the internal control system and conducts audits primarily in cooperation with internal audit departments and the financial auditor. The Audit & Supervisory Committee has established basic guidelines for selecting outside financial auditors and criteria for evaluating their independence and expertise. Resolutions concerning financial auditors selected by the Committee per the guidelines are submitted for approval at a general meeting of shareholders. The Audit & Supervisory Committee also discusses the selection, dismissal, resignation, and compensation of Directors who 37 are not Audit & Supervisory Committee members and decides on the opinions to be presented at a general meeting of shareholders. The Audit & Supervisory Committee is composed of four Audit & Supervisory Committee members, three of whom are Outside Directors. It is chaired by a full-time member of the Audit & Supervisory Committee. Meetings are held once per month and as needed. Corporate Strategy Council The Corporate Strategy Council is an advisory body to the president whose purpose is to help ensure that the right decisions are made based on a range of opinions on the executive management side. Meetings of the Corporate Strategy Council are where Directors, Executive Officers, and Special Audit & Supervisory Officers exhaustively examine important business topics that affect the Epson Group as a whole and matters on the agenda for meetings of the Board of Directors. Compliance Committee The Compliance Committee’s function is to discuss the content of reports that it receives concerning important compliance activities, and report its findings and communicate its opinions to the Board of Directors in order to see that compliance activities are appropriately executed by line management. As an advisory body to the Board of Directors, the Compliance Committee is composed of Outside Directors and Directors who are Audit & Supervisory Committee members. The Compliance Committee is chaired by a full-time member of the Audit & Supervisory Committee. Meetings are held every half year and as needed. A Chief Compliance Officer (CCO) is elected by the Board of Directors and supervises and monitors compliance-related affairs on the whole. The CCO periodically reports the state of compliance affairs to the Compliance Committee. Nomination Committee and Compensation Committee Epson has created a Nomination Committee and a Compensation Committee as advisory bodies to the Board of Directors. These Committees, which are composed primarily of Outside Directors, are designed to ensure transparency and objectivity in the screening and nomination of candidates for Director, Executive Officer, and Special Audit & Supervisory Officer and in matters of Director compensation. Both Committees include Outside Directors, who comprise the majority of members, the Representative Director/President, and the Director in charge of human resources. Directors who are full-time members of the Audit & Supervisory Committee can attend meetings of either Committee as observers. Epson’s system of corporate governance is schematically represented below. 38 (3) Internal control system Epson’s Board of Directors approved a basic policy on the internal control system (a system for ensuring that business is conducted suitably by the corporate group), and Epson has implemented the approved internal control system. The Company passed a resolution on October 26, 2017, at the meeting of the Board of Directors to partially amend Epson’s basic policy regarding the internal control system. The content of the revised basic policy regarding the internal control system is described below. The Company considers its Management Philosophy to be its most important business concept, and to realize it Epson has established “Principles of Corporate Behavior” that are shared across the Group, including at subsidiaries. The Company will establish the following basic policy regarding the internal control system (a system for ensuring that business is conducted suitably by the corporate group) and provide an improved internal control system for the Epson Group as a whole. Compliance (1) The Company will establish “Principles of Corporate Behavior” as a guide for putting the Management Philosophy into practice. The Company will also establish regulations that spell out things such as basic compliance requirements and the organizational framework. (2) The Company has created a Compliance Committee to serve as an advisory body to the Board of Directors. The Compliance Committee is chaired by a full-time member of the Audit & Supervisory Committee and is composed of Outside Directors and members of the Audit & Supervisory Committee. The Compliance Committee meets regularly and as needed to hear and discuss important matters concerning the Company’s compliance program. It reports its findings and offers opinions to the Board of Directors. Financial auditors can attend meetings of the Compliance Committee as observers. (3) A Chief Compliance Officer (CCO) is elected and supervises and monitors the execution of all compliance operations. The CCO periodically reports the state of compliance affairs to the Compliance Committee. (4) Compliance promotion and enforcement will be supervised by the president of Seiko Epson. Group-wide compliance programs will be carried out by Head Office supervisory departments with the cooperation of departments in the various operations divisions and subsidiaries. Compliance programs of the divisions and their related subsidiaries will be promoted by the respective chief operating officers of the divisions. The compliance management department helps to ensure the completeness and effectiveness of compliance programs by monitoring compliance across the Epson Group and by taking corrective action or making adjustments where needed. (5) The Corporate Strategy Council, an advisory body to the president comprised of members of the Board of Directors, etc. of the Company, will address important matters with respect to compliance promotion and enforcement in the Epson Group as a whole, including subsidiaries. The Council will strive to ensure the effectiveness of compliance by exhaustively discussing and analyzing the implementation of programs for assuring observance of statutes, internal regulations, business ethics, and initiatives in high-risk and other key areas. (6) The Company, including its subsidiaries, will strive to provide an effective whistleblowing system. Employees are encouraged and are able to easily and immediately report compliance violations using internal and external hotlines and e-mail addresses. Controls are in place to protect whistleblowers from reprisal, and allegations are reported to the Company’s Audit & Supervisory Committee, the Compliance Committee, and the Corporate Strategy Council in a way that whistleblowers cannot be identified. (7) The Company strives to enhance legal awareness by providing Epson Group employees with web-based training and other educational opportunities. (8) The president of Seiko Epson periodically reports important compliance-related matters to the Board of Directors and take measures as needed to respond to issues. (9) The Company’s “Principles of Corporate Behavior” states that the Company will have no association whatsoever with antisocial forces (i.e., organized crime groups). The Company takes a firm stance in rejecting any and all contact with antisocial forces that threaten social order and security. System for ensuring proper financial reporting (1) The creation of proper financial reports is recognized as a critical issue. The Company shall build, on the orders of the president, a system that enables internal control over financial reporting to be properly arranged, implemented, and evaluated. The financial reports will not be limited in scope to evaluations and 39 reporting required by the Financial Instruments and Exchange Act but will also include reporting over the scope deemed necessary by management. (2) A basic regulation and other regulations and standards pertaining to internal control over financial reporting shall be created, and their observance shall be obligatory across the entire Epson Group. (3) Continuously evaluate whether the internal controls that have been put in place for financial reporting are effectively and properly functioning, and take corrective action where needed. Business execution system (1) The Company formulates long-term corporate visions and mid-range business plans, and it sets clear medium-and long-range goals for the Epson Group as a whole. (2) The Company has instituted a system to ensure the appropriate and efficient execution of business. To that end, the Company has established regulations governing organizational management, levels of authority, the division of responsibilities, and the management of affiliated companies, thus distributing power and authority across the entire Group. (3) Personnel responsible for business operations report the matters below to the Board of Directors at least once every three months. a. Current business performance and performance outlook b. Risk management responses c. Status of key business operations Risk management (1) The Company has established a basic risk management regulation that stipulates the risk management system of the Company, including its subsidiaries, and that defines the organization, risk management methods and procedures, and other basic elements of this system. (2) Overall responsibility for risk management in the Epson Group, including subsidiaries, belongs to the president of Seiko Epson. Group-wide risk management is carried out by Head Office supervisory departments with the cooperation of the operations divisions and subsidiaries. Risks unique to an individual business are managed by the chief operating officer of that business, including at subsidiaries consolidated under them. The Company has also set up the risk management department, monitors overall risk management Group-wide, makes corrections and adjustments thereto, and ensures the effectiveness of risk management programs. (3) The Corporate Strategy Council strives to ensure effective management of serious risks that could have an egregious effect on society by dynamically and exhaustively discussing and analyzing ways to identify and control risks. Also, when major risks become apparent, the president leads the entire company in mounting a swift initial response in line with the Company’s prescribed crisis management program. (4) The president of Seiko Epson periodically reports critical risk management issues to the Board of Directors and formulates appropriate measures to respond to these issues, as needed. Ensuring the appropriateness of operations in the corporate group (1) The Group’s management structure helps to ensure that operations in the corporate group, including subsidiaries, are conducted appropriately. Essentially, the Company is organized into product-based divisions. Each division is headed by a chief operating officer who owns global consolidated responsibility for that business. Meanwhile, supervisory functions within the Head Office own global responsibility. Responsibility for providing the framework for business operations at subsidiaries is owned by the head of each business. Group-wide corporate functions are the responsibility of the heads of Head Office supervisory departments. (2) The Company has business processes that enable business to be controlled on a Group level. This is accomplished by regulations governing the management of affiliated companies that require subsidiaries to report or acquire pre-approval for certain business affairs from the parent company, Seiko Epson, and by requiring issues that meet certain criteria to be submitted to Epson’s Board of Directors for resolution. The Company has established regional head offices in certain regions to supervise local subsidiaries in order to ensure the suitability and efficiency of operations Group-wide. (3) Per the Basic Regulation for Internal Audits, internal audit departments serve as monitoring organizations that are independent from the management and supervisory functions of the operations divisions and the Head Office. Internal audit departments audit internal controls and the state of their implementation in all 40 Epson Group companies, including subsidiaries. The findings of the internal audit departments are presented to the head of the audited organization along with requests for corrective action, where needed. This information is also regularly reported to the president of Seiko Epson and to the Audit & Supervisory Committee. In this way, Epson strives to optimize operations across the entire Group. Safeguarding and management of work-related information (1) Information on the performance of duties is safeguarded and managed in accordance with regulations governing, among other things, document control, management approval, and contracts. All directors are able to access this information at all times. (2) The Company strives to prevent the leak and loss of Epson Group internal information by managing confidential information according to the level of sensitivity, in accordance with internal information security regulations. Audit system (1) The Audit & Supervisory Committee can interview Directors who are not members of the Audit & Supervisory Committee, executive officers, and other personnel whenever they deem necessary in the performance of duties based on the Audit & Supervisory Committee Audit Regulation. (2) Audit & Supervisory Committee members can attend Corporate Strategy Council sessions, corporate management meetings, and other important business meetings that will enable them to conduct audits based on the same information as that available to directors who are not members of the Audit & Supervisory Committee. Members of the Audit & Supervisory Committee also routinely review important documents related to management decision-making. (3) An Audit & Supervisory Committee Office was set up to assist the duties of the Audit & Supervisory Committee. The head of the Audit & Supervisory Committee Office serves as the Special Audit & Supervisory Officer and assigns full-time personnel to the Audit & Supervisory Committee Office. The head and personnel of the Audit & Supervisory Committee Office discharge their duties to assist the Audit & Supervisory Committee, obeying the orders of the Audit & Supervisory Committee alone and not orders from Directors who are not members of the Audit & Supervisory Committee. Matters relating to the personnel of the office must be approved in advance by the Audit & Supervisory Committee. (4) To ensure that audits by the Audit & Supervisory Committee are systematic and effective, a framework has been created to secure close cooperation between the internal audit departments and the Audit & Supervisory Committee. (5) If a situation involving the Audit & Supervisory Committee or cooperation with the internal audit departments or other organizations is observed to interfere with the effectiveness of audits by the Audit & Supervisory Committee, the Audit & Supervisory Committee can ask the representative director or Board of Directors to take corrective action. (6) The Audit & Supervisory Committee receives audit reports from internal audit departments and can issue specific instructions to internal audit departments as needed. If the instructions issued to internal audit departments by the Audit & Supervisory Committee and the president are in conflict, the president will have the internal audit departments honor the instructions of the Audit & Supervisory Committee. (7) Per the Audit & Supervisory Committee Audit Regulation, the Audit & Supervisory Committee can ask Directors who are not members of the Audit & Supervisory Committee, the compliance management department, and the risk management department, as well as others to report or explain the state of management within the Epson Group, including subsidiaries. It can also view supporting materials. The Audit & Supervisory Committee can also ask, as needed, subsidiary company directors, corporate auditors, internal audit departments, and other organizations to report the state of management of the subsidiary. A system shall be put in place to protect reporters from reprisal for having made a report, and the identity of the reporter shall be protected even if the President or a Board Member, for example, is asked to make corrections and so forth based on the report. (8) The Audit & Supervisory Committee shall strive to enhance the effectiveness of audits by holding regular discussions with financial auditors. (9) The Audit & Supervisory Committee and representative director regularly meet to enable the Committee to directly assess business operations. 41 (10) Funds required by the Audit & Supervisory Committee to perform its duties are properly budgeted for in advance. However, funds required to perform the duties of the Audit & Supervisory Committee in emergency or extraordinary situations will be promptly paid in advance or refunded on each occasion. (4) Internal audits Audit & Supervisory Committee audits Epson’s Audit & Supervisory Committee is composed of four Directors, three of whom are Outside Directors. Taro Shigemoto was selected to serve as a Full-Time Audit & Supervisory Committee member to help ensure that the Audit & Supervisory Committee works effectively, as it was concluded that it would be necessary for someone to prepare an environment to facilitate audits, attend important internal meetings to smoothly collect internal information, work closely with groups such as the internal audit department, and monitor the internal control system. Audit & Supervisory Committee members can attend meetings of the Corporate Strategy Council and other important meetings as part of their efforts to properly monitor business affairs. They examine the legality and suitability of actions taken by the directors by checking and confirming compliance and by supervising and verifying things such as the state of the internal control system, including internal control over financial reporting. When they deem it necessary, Audit & Supervisory Committee members can ask internal audit departments to investigate affairs or can provide specific instructions regarding the performance of their duties. In addition, the Audit & Supervisory Committee ordinarily conducts audits using internal audit departments but can exercise its investigation authority to conduct its own audits if the effectiveness of audits conducted by the internal audit departments is not being maintained. Audit & Supervisory Committee member Chikami Tsubaki is a certified public accountant and has an appreciable degree of knowledge and insight into finance and accounting. Internal audits Epson’s internal compliance system guards against potential legal and internal regulatory violations in departmental operations. Internal audit departments serve as monitoring organizations that are independent from the management and supervisory functions of the operations divisions and the Head Office. They audit internal controls and the implementation of controls in all Epson Group companies, including subsidiaries. Internal audit departments conduct internal audits based on an annual audit plan. After conducting internal audits, they report their observations, including recommendations for improvements based on the facts, to the president and to the Audit & Supervisory Committee in a timely manner. Internal audit departments also regularly report the internal audit situation to the president and Audit & Supervisory Committee. Interconnections among Audit & Supervisory Committee audits, internal audits, and accounting audits, and the relationship of these audits to the internal control department In order to make Audit & Supervisory Committee audits systematic and efficient, Epson ensures close collaboration between internal audit departments and the Audit & Supervisory Committee. In relation to the structure of the Audit & Supervisory Committee Office and the coordination system with internal audit departments, if circumstances hindering the effectiveness of the audit by the Audit & Supervisory Committee are found, the Audit & Supervisory Committee requests the representative directors or the Board of Directors to rectify them. Epson’s internal audit departments regularly present their audit plans and audit results to the Audit & Supervisory Committee. In response, the Audit & Supervisory Committee can, when it deems necessary, ask internal audit departments to investigate affairs or can provide specific instructions regarding the performance of their duties. The Audit & Supervisory Committee ordinarily conducts audits using internal audit departments but can conduct its own audits if the effectiveness of audits conducted by the internal audit departments is not being maintained. Internal audit departments are seen as a keystone for internal control functions built by the president and operations departments. On the other hand, to ensure the effectiveness and independence of audits by the Audit & Supervisory Committee and internal audit departments, if the instructions issued to internal audit departments by the Audit & Supervisory Committee and the president are in conflict, the president must have internal audit departments honor the instructions of the Audit & Supervisory Committee. The Audit & Supervisory Committee and the internal audit departments will thus proactively cooperate going forward, but Epson set up an Audit & Supervisory Committee Office headed by the Special Audit & 42 Supervisory Officer as an organization dedicated to supporting the Audit & Supervisory Committee. The Audit & Supervisory Committee Office is independent from executive management and supports the Audit & Supervisory Committee, with a direct reporting line to it. The Audit & Supervisory Committee and financial auditors enhance the effectiveness of audits by periodically discussing issues with one another. Financial auditors have the right to observe meetings of the Compliance Committee, which is made up of Outside Directors and a Director who is a member of the Audit & Supervisory Committee. (5) Outside Directors The role of Outside Directors To ensure that Outside Directors are independent from the Company’s management team, have a broad view, and are able to objectively supervise the making of important decisions, the Company has set forth the role of Outside Directors in the Corporate Governance Policy as below. In principle, Outside Directors should comprise at least one-third of the members of the Board of Directors. a. Monitoring of the management - Monitoring of corporate executives through involvement in the officer election process and the compensation determination process based on an evaluation of the business as a whole - Monitoring of the business as a whole through the exercise of voting rights on important business decisions made by the Board of Directors b. Advisory function for improving business efficiency c. Monitoring of conflicts of interest - Monitoring of conflicts of interest between Epson and its Directors and Executive Officers - Monitoring of conflicts of interest between Epson and related parties Principle of independence The Company’s Board of Directors has established a “Criteria for Independence of Outside Directors” and, in compliance with this standard, elects director candidates who are unlikely to have conflicts of interest with general shareholders. All current Outside Directors satisfy the independence requirements of the criteria. The content of the amended standard is described below. Criteria for Independence of Outside Directors The Company has established the criteria below to objectively determine whether potential Outside Directors are independent. 1. A person is not independent if: (1) The person considers the Company to be a major business partner1, or has served as an executive2 within the past five years in an entity for which the Company is a major business partner; (2) The person is a major business partner3 of the Company or has served as an executive within the past five years in an entity that is a major business partner of the Company. (3) The person is a business consultant, certified public accountant, or lawyer who has received a large sum of money or other forms of compensation4 (other than compensation as an officer) from the Company or has, within the past three years, performed duties equivalent to those of an executive as an employee of a corporation or group, such as a union, that has received a large sum of money or other forms of compensation from the Company; (4) The person is a major shareholder5 of the Company or has, within the past five years, been an executive or Audit & Supervisory Board Member of an entity that is a major shareholder of the Company; (5) The person is an executive or Audit & Supervisory Board Member of an entity in which the Company is currently a major shareholder; (6) The person is a major lender 6 to the Company or has been an executive of a major lender to the Company within the past five years; (7) The person has been employed by an auditing firm that has conducted a legal accounting audit of the Company within the past five years; (8) The person has been employed by a leading managing underwriter of the Company within the past five years; 43 (9) The person has received a large donation7 from the Company or, within the past three years, has performed duties equivalent to those of an executive as an employee of a corporation or a group, such as a union, that has received a large donation from the Company; (10) The person came from an entity that employs someone from the Company as an Outside Director; or (11) The spouse or other immediate family member of a person to whom any of items (1) through (9) apply. 2. Even if any of the foregoing criteria apply to a potential Outside Director, the Company can elect that person as an Outside Director if that person satisfies the requirements for Outside Directors set forth in the Companies Act, and the Company deems the person suitable as an Outside Director of the Company in light of his or her personality, knowledge, experience, or other qualifications upon explaining and announcing the reasons thereof. Notes 1 A person (usually a supplier) considers the Company to be a major business partner if 2% or more of its consolidated net sales (consolidated revenue) has come from the Company in any fiscal year within the past three years. “Executive” means an executive officer, executive director, operating officer, or an employee occupying a senior management position of department manager or higher. 2 3 A person (usually a buyer) is a major business partner if 2% or more of the Company’s consolidated 4 5 6 7 revenue has come from that partner in any fiscal year within the past three years. “A large sum of money or other forms of compensation” means an average annual amount for the past three years that is: i) no less than 10 million yen for an individual; or ii) no less than 2% of the annual revenues in any fiscal year for a group. “Major shareholder” means a shareholder who directly or indirectly holds 10% or more of the voting rights. “A major lender” means a financial institution or other major creditor that is indispensable for the Company’s financing and on which the Company depends to the extent that it is irreplaceable in any fiscal year within the past three years. “Large donation” means a donation whose annual average amount for the past three years exceeds either; i) 10 million yen or ii) 30% of the annual expense of the group, whichever is higher. Number of outside directors, selection criteria, and human, capital, business or other interests between outside directors and the Company Epson had five outside directors (of whom three are Audit & Supervisory Committee members) as of the submission date of its the security report. a. Hideaki Omiya Mr. Omiya has served as a Chairman of the Board of Mitsubishi Heavy Industries, Ltd. and has a wealth of experience and insight as a corporate manager and engineer. He has monitored corporate management appropriately by expressing opinions actively including findings and proposals regarding overall managerial issues from a perspective of a corporate manager well-versed in the global corporate management in the heavy industry, a different business field. Epson believes that he will appropriately monitor management to achieve sustained growth and increase medium-to long-term corporate value. Mr. Omiya was an executive of Mitsubishi Heavy Industries, Ltd. The Company has had no transactions with Mitsubishi Heavy Industries, Ltd. in the past three years. Epson has registered him as an Independent Director with the Tokyo Stock Exchange. He owns a small number of Epson shares, but there are no human, capital, business or other interests between him and the Company. b. Mari Matsunaga Ms. Matsunaga has created new business models and has a considerable insight and experiences through her involvement in the management of multiple companies as an Outside Officer. As an Outside Director of the Company, she has appropriately monitored management, actively pointing out business issues and offering recommendations particularly from the viewpoints of collaboration with external parties and human resources strategy, etc. Epson believes that she will monitor management appropriately to achieve 44 sustained growth and increase medium-to long-term corporate value. The Company has had no transactions with Ms. Matsunaga in the past three years. Epson has registered her as an Independent Director with the Tokyo Stock Exchange. She owns a small number of Epson shares, but there are no human, capital, business or other interests between her and the Company. c. Michihiro Nara (Outside Director who is an Audit & Supervisory Committee member) Mr. Nara has a high level of expertise as an attorney. He has considerable insight and experiences through his involvement in the management of multiple companies as an independent outside officer and achievements as an Outside Director who is Audit & Supervisory Committee Member of the Company. Epson believes that he will monitor management appropriately to achieve sustained growth and increase medium-to long-term corporate value. He has never been involved in corporate management except as an outside officer. However, given the reasons above, Epson believes that he can appropriately perform his duties as an Outside Director who is an Audit & Supervisory Committee member. As an Outside Director of the Company, Mr. Nara has actively pointed out business issues and offered recommendations from the perspective of a legal professional. The Company has not entered into a consulting agreement nor has it consigned any business under any individual agreement with Mr. Nara as an attorney-at-law or with the law office to which he belongs. Epson has registered him as an Independent Director with the Tokyo Stock Exchange. He owns a small number of Epson shares, but there are no human, capital, business or other interests between him and the Company. d. Chikami Tsubaki (Outside Director who is an Audit & Supervisory Committee member) Ms. Tsubaki has a high level of expertise as a certified public accountant. She has a considerable insight and experiences through her involvement in the management of multiple companies as an independent outside officer, and achievements as an Outside Director who is Audit & Supervisory Committee Member of the Company. Epson believes that she will monitor management appropriately to achieve sustained growth and increase medium to long-term corporate value. She has never been involved in corporate management except as an outside officer. However, given the reasons above, Epson believes that she can appropriately perform her duties as an Outside Director who is an Audit & Supervisory Committee member. As an Outside Director of the Company, Ms. Tsubaki has actively pointed out business issues and offered recommendations from the perspective of a finance and accounting professional. Epson does not have a business relationship with Ms. Tsubaki, a certified public accountant, and has never engaged her based on an advisory agreement or other separate agreement. Epson has registered her as an Independent Director with the Tokyo Stock Exchange. She owns a small number of Epson shares, but there are no human, capital, business or other interests between her and the Company. e. Yoshio Shirai (Outside Director who is an Audit & Supervisory Committee member) Mr. Shirai has served as Directors at Toyota Motor Corporation, Hino Motors, Ltd. and Toyota Tsusho Corporation, and has considerable insight and a wealth of experience as a corporate manager, and achievements as an Outside Director who is Audit & Supervisory Committee Member of the Company. Epson believes that he will monitor management appropriately to achieve sustained growth and increase medium-to long-term corporate value. As an Outside Director of the Company, Mr. Shirai has drawn on his global perspective as well as his management experience in a different business field including automotive industry and trading company to actively point out business issues and offer recommendations. Mr. Shirai has served as an executive at Hino Motors, Ltd. and Toyota Tsusho Corporation within the past five years. The Company has had no transactions with Hino Motors, Ltd. and Toyota Tsusho Corporation in the past three years. Epson has registered him as an Independent Director with the Tokyo Stock Exchange. He owns a small number of Epson shares, but there are no human, capital, business or other interests between him and the Company. (6) Overview of limited liability agreements The Company has executed agreements with non-executive directors Hideaki Omiya, Mari Matsunaga, Taro Shigemoto, Michihiro Nara, Chikami Tsubaki, and Yoshio Shirai that limit their liability for damages under 45 Article 423 (1), pursuant to the provisions of Article 427 (1) of the Companies Act. The maximum amount of liability for damages under these agreements is limited to the amount provided for by laws and regulations. The liability of the non-executive directors shall be limited only if they have acted in good faith and without gross negligence in performing their duties. (7) Officer compensation, etc. With an aim to ensure transparency and objectivity, compensation of officers is determined by the General Meeting of Shareholders, the Board of Directors or Audit & Supervisory Committee after going through a fair, transparent, and rigorous reporting by the Director Compensation Committee in which Outside Directors make significant contributions. a. Policies Compensation for executive officers (a) Compensation shall provide incentive to improve business performance in order to increase corporate value in the near, medium, and long terms. (b) Compensation shall be sufficient to attract qualified persons both from within the Company and from outside. (c) Compensation shall be commensurate with period performance so that directors and executive officers can demonstrate their management capabilities to the fullest during their tenure. Compensation for non-executive officers (a) The composition of compensation shall guarantee independence so that these officers can suitably exert their general management supervisory function, etc. (b) Compensation shall be sufficient to attract qualified persons both from within the Company and from outside. b. Compensation system - Director and executive officer compensation of the Company consists of base compensation, bonuses, and stock compensation. Non-executive officers receive base compensation only, a fixed amount, from the standpoint independent from business execution, because their role is to supervise general management. They do not receive bonuses and stock compensation, which are forms of compensation that are linked to performance and share price. Base compensation Base compensation is a monetary amount that is determined by taking into account all factors such as an individual’s position and responsibilities. It is paid as a monthly compensation that reflects the results of annual performance evaluations based on criteria set according to the individuals’ roles. Bonus An annual bonus is monetary compensation in an amount that is determined by taking into account factors such as the financial performance for the year. The bonus reflects the results of annual performance evaluations based on criteria set according to the individuals’ roles. Stock compensation Under Epson’s stock-based compensation plan, a trust scheme is used to deliver Company shares to officers, the number of shares being based on points system, where in officers are awarded points depending on the level of achievement with respect to medium- and long-term operating performance targets, such as business profit, ROS and ROE. c. Procedure for determining compensation - Compensation is determined by an appropriate body, such as the general meeting of shareholders, the Board of Directors, or Audit & Supervisory Committee, after a fair, transparent, and rigorous review by the Director Compensation Committee, which is composed mainly of Outside Directors and which issues an opinion, to ensure transparency and objectivity. 46 d. Compensation paid Category Total compensation (millions of yen) Total compensation by type (millions of yen) Fixed compensation Variable compensation Base compensation Bonus Stock compensation Number of individuals Directors who are not Audit & Supervisory Committee members (amount accounted for by Outside Directors) Directors who are Audit & Supervisory Committee members (amount accounted for by Outside Directors) Total 373 (28) 81 (48) 454 239 (28) 81 (48) 9 (–) – (–) 89 (–) – (–) 321 9 89 35 (–) – (–) 35 8 (2) 4 (3) 12 Notes: 1. The base compensation for Directors who are not Audit & Supervisory Committee members (excluding Outside Directors) consists of fixed compensation and variable compensation. Variable compensation refers to monetary compensation that reflects the results of annual performance evaluations based on criteria set according to their respective roles. 2. The Company has introduced an officer stock ownership plan to link compensation more closely to shareholders’ value. A portion of the base compensation is discretionally allotted for the acquisition of the Company’s shares. 3. Upon the resolution at the annual general meeting of shareholders of June 28, 2016, the maximum base compensation was set to at 62 million yen per month for Directors who are not Audit & Supervisory Committee members (Outside Directors account for 10 million yen of this amount) and at 20 million yen for Directors who are Audit & Supervisory Committee members. 4. The amount above includes 89 million yen in bonuses to be paid to five Directors (excludes Outside Directors and Directors who are Audit & Supervisory Committee members), as approved by shareholders at the annual general meeting of shareholders on June 27, 2018. 5. The Company introduced a performance-linked stock compensation plan (stock compensation) by employing a framework referred to as the officer compensation BIP trust, for the purpose of showing its commitment to promoting sustainable growth and increasing its medium to long-term corporate value, in addition to strengthening the sense of sharing common interests with its shareholders. The stock compensation stated above represents the amount recorded for the current fiscal year based on Japanese Generally Accepted Accounting Principles (JGAAP). 6. The number of individuals above includes one Director who is not Audit & Supervisory Committee Member who retired at the conclusion of the Ordinary General Meeting of Shareholders held on June 28, 2017. 7. Stock options are not granted. 47 e. Total compensation paid to officers whose total consolidated compensation is 100 million yen or more Name Total consolidated compensation (millions of yen) Total consolidated compensation by type (millions of yen) Category Fixed compensation Variable compensation Base compensation Bonus Stock compensation Minoru Usui 115 Director 60 6 31 16 Note: The stock compensation stated above represents the amount recorded for the current fiscal year based on Japanese Generally Accepted Accounting Principles (JGAAP). 48 (8) Securities held by the Company a. Balance sheet total of stocks held for reasons other than pure investment: 19 companies ¥11,176 million b. Issuing company, number, and balance sheet total of stocks held for reasons other than pure investment Previous fiscal year Special investment securities Company NGK Insulators, Ltd. Shares (stock) 2,507,000 Balance sheet total (millions of yen) Reason held 6,317 To maintain and strengthen the Mizuho Financial Group, Inc. 15,008,880 3,061 To maintain and strengthen the business relationship with a supplier of key parts used in Epson products business relationship with a source of steady funding and a provider of financial services 746 To maintain and strengthen the business relationship with a major buyer of Epson products 362 To maintain and strengthen the business relationship with a major buyer of Epson products 307 To maintain and strengthen the business relationship with a source of steady funding and a provider of financial services 237 To maintain and strengthen the business relationship with a major buyer of Epson products 195 To maintain and strengthen the business relationship with a major buyer of Epson products 193 To maintain and strengthen the business relationship with a major buyer of Epson products 147 To maintain and strengthen the business relationship with a major buyer of Epson products 52 To maintain and strengthen the business relationship with a supplier of key parts used in Epson products 35 To maintain and strengthen the business relationship with a company whose parent company is major buyer of Epson products Seiko Holdings Corporation 1,644,080 Otsuka Corporation 60,000 The Hachijuni Bank, Ltd. 489,500 Marubun Corporation 332,640 Hakuto Co., Ltd. 190,000 King Jim Co., Ltd. 221,980 Joshin Denki Co., Ltd. 130,000 Pixelworks, Inc. 100,000 Nippon BS Broadcasting Corporation 33,200 49 Current fiscal year Special investment securities Company NGK Insulators, Ltd. Shares (stock) 2,507,000 Balance sheet total (millions of yen) Reason held 4,597 To maintain and strengthen the business relationship with a supplier of key parts used in Epson products Mizuho Financial Group, Inc. 15,008,880 2,872 To maintain and strengthen the Seiko Holdings Corporation 328,816 Otsuka Corporation 60,000 Marubun Corporation 332,640 Hakuto Co., Ltd. 190,000 The Hachijuni Bank, Ltd. 489,500 Joshin Denki Co., Ltd. 65,000 King Jim Co., Ltd. 221,980 Nippon BS Broadcasting Corporation 33,200 Pixelworks, Inc. 100,000 business relationship with a source of steady funding and a provider of financial services 846 To maintain and strengthen the business relationship with a major buyer of Epson products 643 To maintain and strengthen the business relationship with a major buyer of Epson products 327 To maintain and strengthen the business relationship with a major buyer of Epson products 296 To maintain and strengthen the business relationship with a major buyer of Epson products 279 To maintain and strengthen the business relationship with a source of steady funding and a provider of financial services 252 To maintain and strengthen the business relationship with a major buyer of Epson products 227 To maintain and strengthen the business relationship with a major buyer of Epson products 41 To maintain and strengthen the business relationship with a company whose parent company is major buyer of Epson products 41 To maintain and strengthen the business relationship with a supplier of key parts used in Epson products Note: Otsuka Corporation completed its ordinary shares split into two shares with an effective date of April 1, 2018. c. Stocks held purely for investment purposes None 50 (9) Accounting audits 1) Names and other details of certified public accountants performing audits Name of CPA Audit company No. of successive years performing audits Designated and Engagement Partner, Certified Public Accountant Designated and Engagement Partner, Certified Public Accountant Designated and Engagement Partner, Certified Public Accountant Seiji Yamamoto Yoshiyuki Sakuma Yoshitomo Matsuura Ernst & Young ShinNihon LLC Ernst & Young ShinNihon LLC Ernst & Young ShinNihon LLC 5 2 5 2) Composition of auditing team The auditing team comprises 53 staff including 25 certified public accountants, 4 accountant examination passers, and 24 other accounting staff. (10) Number of directors Epson’s Articles of Incorporation provide for a maximum of nine directors who are not members of the Audit & Supervisory Committee and a maximum of five directors who are members of the Audit & Supervisory Committee. (11) Election and retirement of directors According to its Articles of Incorporation, Directors of the Company can be elected by a majority vote by at least one-third of shareholders with voting rights, and not through cumulative voting. Provisions regarding the retirement of directors do not vary from the provisions of the Companies Act. (12) Matters requiring resolutions of general meetings of shareholders that can be implemented by resolutions of the Board of Directors Treasury stock acquisition The Company’s Articles of Incorporation allow the Company to acquire treasury stock through stock market trade and other means by resolution of the Board of Directors. This enables a more flexible capital policy in response to a changing business environment. Director exemption from liability When liability falls under the requirements stipulated in Article 426, Paragraph 1 of the Companies Act, the Company’s Articles of Incorporation allow the Company to exempt the Directors from liability for damages in Article 423, Paragraph 1 of the Companies Act up to the amount remaining after the legal minimum liability is deducted from the total liability amount by resolution of the Board of Directors so that the Directors (excluding Executive Director) to fully apply themselves to their expected roles. Interim dividend The Company’s Articles of Incorporation allow the Company to declare an interim dividend with a date of record of September 30 every year by resolution of the board of directors. This provides the Company with flexibility in paying dividends to shareholders. (13) Special resolution requirements of the general meeting of shareholders The Company’s Articles of Incorporation set forth the requirements for a special resolution of the general meeting of shareholders stipulated in Article 309, Paragraph 2, of the Companies Act as a two-thirds majority vote by at least one-third of shareholders with voting rights. This policy is intended to ensure smooth operation of the general meeting of shareholders by relaxing the quorum requirements for special resolutions at the general meeting of shareholders. 51 2. Details of audit remuneration (1) Remuneration for audits by certified public accountants (Millions of yen) Category Filing company Consolidated subsidiaries Total Previous fiscal year Fiscal year under review Remuneration for audit certification work Remuneration for non-audit work Remuneration for audit certification work Remuneration for non-audit work 152 61 214 2 – 2 167 46 214 2 – 2 (2) Other important remuneration Previous fiscal year Total payments for audits carried out on behalf of 64 consolidated overseas subsidiaries by certified public accountants belonging to the Ernst & Young network for the fiscal year ended March 31, 2017, amounted to ¥576 million. Fiscal year under review Total payments for audits carried out on behalf of 62 consolidated overseas subsidiaries by certified public accountants belonging to the Ernst & Young network for the fiscal year ended March 31, 2018, amounted to ¥599 million. (3) Non-audit work performed by certified public accountant at filing company Previous fiscal year Remuneration paid for non-audit work performed by the certified public accountant was for various consultancy services. Fiscal year under review Remuneration paid for non-audit work performed by the certified public accountant was for various consultancy services. (4) Governing policy for audit remuneration This does not apply because remuneration for auditing services is determined according to the nature of the audit work. 52 Management Directors, audit & supervisory committee members and executive officers of the Company as of the date when the annual securities report (yukashoken-houkokusho) was submitted and their functions are listed below. Current function Chief Operating Officer, Wearable Products & Industrial Solutions Operations Segment, Chief Operating Officer, Wearable Products Operations Division, and General Administrative Manager, Corporate Planning Division Chief Operating Officer, Printing Solutions Operations Division General Administrative Manager, Human Resources Division, General Administrative Manager, CSR Management Office, and Chairman, Epson Sales Japan Corporation General Administrative Manager, Management Control Division Chief Operating Officer, Visual Products Operations Division Name Minoru Usui Shigeki Inoue Position President and Representative Director Representative Director, Senior Managing Executive Officer Koichi Kubota Masayuki Kawana Director, Senior Managing Executive Officer Director, Executive Officer Tatsuaki Seki Yasunori Ogawa Hideaki Omiya Mari Matsunaga Taro Shigemoto Michihiro Nara Director, Executive Officer Director, Executive Officer Outside Director Outside Director Director, Full-Time Audit & Supervisory Committee Member Outside Director, Audit & Supervisory Committee Member 53 Name Position Current function Chikami Tsubaki Outside Director, Audit & Supervisory Committee Member Yoshio Shirai Outside Director, Audit & Supervisory Committee Member Motonori Okumura Managing Executive Officer Junichi Watanabe Managing Executive Officer Hideki Shimada Managing Executive Officer General Administrative Manager, Technology Development Division; Deputy Chief Operating Officer, Wearable Products & Industrial Solutions Operations Segment General Administrative Manager, Production Planning Division; Deputy Chief Operating Officer, Wearable Products & Industrial Solutions Operations Segment; Deputy Chief Operating Officer, Wearable Products Operations Division Deputy Chief Operating Officer, Printing Solutions Operations Division Yasumasa Kitamatsu Executive Officer Technology Development Division Akihiro Fukaishi Executive Officer President, Epson (China) Sunao Murata Executive Officer Deputy General Co., Ltd. Administrative Manager, Corporate Planning Division Yoshiyuki Moriyama Executive Officer Chairman and President, Toshiya Takahata Executive Officer Epson Engineering (Shenzhen) Ltd. General Administrative Manager, Intellectual Property Division Tsuyoshi Kitahara Executive Officer Technology Development Naoyuki Saeki Executive Officer Division President, Epson Sales Japan Corporation 54 Name Position Current function Nobuyuki Shimotome Executive Officer Chief Operating Officer, Microdevices Operations Division Kazuyoshi Yamamoto Executive Officer President, Epson Europe B.V. Munenori Ando Executive Officer General Administrative Hitoshi Igarashi Executive Officer Keith Kratzberg Executive Officer Manager, Sales & Marketing Division Deputy Chief Operating Officer, Printing Solutions Operations Division President and Chief Executive Officer, Epson America, Inc. Isamu Otsuka Executive Officer President, Epson Atmix Corporation Eiichi Abe Executive Officer President, P.T. Indonesia Kazuhiro Ichikawa Executive Officer Keijiro Naito Executive Officer Kazunori Kumakura Executive Officer Yoshifumi Yoshida Executive Officer Epson Industry Deputy General Administrative Manager, Technology Development Division Deputy Chief Operating Officer, Visual Products Operations Division General Administrative Manager, IT Division Chief Operating Officer, Robotics Solutions Operations Division Akihiko Toeda Special Audit & Supervisory Officer General Administrative Manager, Audit & Supervisory Committee Office 55 Index to Consolidated Financial Statements Seiko Epson Corporation and Subsidiaries Consolidated Statement of Financial Position................................................................................................ 57 Consolidated Statement of Comprehensive Income ...................................................................................... 59 Consolidated Statement of Changes in Equity ............................................................................................... 61 Consolidated Statement of Cash Flows ........................................................................................................... 63 Notes to Consolidated Financial Statements .................................................................................................. 64 Report of Independent Auditors ....................................................................................................................118 56 Consolidated Statement of Financial Position Years ended March 31, 2017 and 2018: 57 Thousands ofU.S. dollarsNotesMarch 31,2017March 31,2018March 31,2018Assets Current assets Cash and cash equivalents8,36221,782229,6782,160,455 Trade and other receivables9,36155,704165,2821,554,717 Inventories10208,512223,2272,099,774 Income tax receivables2,4762,94227,673 Other financial assets11,367541,51314,231 Other current assets1213,17616,485155,086 Subtotal602,406639,1296,011,936 Non-current assets held for sale3943405 Total current assets602,446639,1726,012,341 Non-current assets Property, plant and equipment13,15275,195297,9272,802,436 Intangible assets1421,55322,037207,290 Investment property171,2881,21911,466 Investments accounted for using the equity method1,4381,54614,542 Net defined benefit assets23011103 Other financial assets11,3620,54420,433192,202 Other non-current assets125,4865,29949,894 Deferred tax assets1846,43345,701429,884 Total non-current assets371,940394,1783,707,817 Total assets974,3871,033,3509,720,158Millions of yen 58 Thousands ofU.S. dollarsNotesMarch 31,2017March 31,2018March 31,2018Liabilities and equity Liabilities Current liabilities Trade and other payables19,36141,633154,7591,455,733 Income tax payables7,2637,29668,629 Bonds issued, borrowings and lease liabilities20,3676,20036,082339,403 Other financial liabilities361,3182011,890 Provisions2121,98126,403248,358 Other current liabilities22102,99297,643918,505 Total current liabilities351,389322,3873,032,518 Non-current liabilities Bonds issued, borrowings and lease liabilities20,3670,371130,4831,227,382 Other financial liabilities361,5861,61315,172 Net defined benefit liabilities2345,28142,321398,090 Provisions216,2098,95484,225 Other non-current liabilities223,52111,434107,584 Deferred tax liabilities181,3041,0499,867 Total non-current liabilities128,275195,8561,842,320 Total liabilities479,664518,2444,874,838 Equity Share capital2453,20453,204500,460 Capital surplus2484,32184,364793,565 Treasury shares24(30,812)(30,803)(289,746) Other components of equity2453,17647,960451,144 Retained earnings332,306358,0013,367,519 Equity attributable to owners of the parent company492,196512,7274,822,942 Non-controlling interests2,5262,37822,378 Total equity494,722515,1064,845,320 Total liabilities and equity974,3871,033,3509,720,158Millions of yen Consolidated Statement of Comprehensive Income Years ended March 31, 2017 and 2018: 59 Thousands of U.S. dollarsNotes20172018Revenue7,261,024,8561,102,11610,367,002Cost of sales10,13,14(658,882)(701,268)(6,596,445)Gross profit365,974400,8483,770,557Selling, general and administrative expenses13,14,27(300,167)(326,062)(3,067,086)Other operating income295,4214,86045,715Other operating expense13,30(3,335)(14,643)(137,739)Profit from operating activities67,89265,003611,447Finance income311,3831,27712,012Finance costs31(1,858)(3,691)(34,719)Share of profit of investments accounted for using theequity method5374696Profit before tax67,47062,663589,436Income taxes18(18,461)(20,899)(196,585)Profit from continuing operations49,00941,764392,851Loss from discontinued operations32(582)--Profit for the period48,42641,764392,851Profit for the period attributable to:Owners of the parent company48,32041,836393,528Non-controlling interests106(72)(677)Profit for the period48,42641,764392,851Millions of yenYear endedMarch 31,Year endedMarch 31,2018 60 Thousands of U.S.dollarsNotes20172018Other comprehensive incomeItems that will not be reclassified subsequently to profitor loss, net of taxRemeasurement of net defined benefit liabilities (assets)3310,7854,99847,013Net gain (loss) on revaluation of financial assetsmeasured at FVTOCI (Note)332,219(371)(3,499)Subtotal13,0054,62643,514Items that may be reclassified subsequently to profitor loss, net of taxExchange differences on translation of foreignoperations33(5,477)(5,266)(49,534)Net changes in fair value of cash flow hedges33474444,176Share of other comprehensive income of investmentsaccounted for using the equity method33(20)13122Subtotal(5,450)(4,809)(45,236)Total other comprehensive income, net of tax7,555(182)(1,722)Total comprehensive income for the period55,98241,581391,129Total comprehensive income for the periodattributable to:Owners of the parent company56,02841,612391,411Non-controlling interests(46)(30)(282)Total comprehensive income for the period55,98241,581391,129 (Note) FVTOCI: Fair Value Through Other Comprehensive IncomeU.S. dollarsNotes20172018Earnings per share for the period:Basic earnings per share for the period34136.82118.781.12Diluted earnings per share for the period34136.82118.751.12Earnings per share from continuing operationsfor the period:Basic earnings per share for the period34138.47118.781.12Diluted earnings per share for the period34138.46118.751.12Earnings per share from discontinued operationsfor the period:Basic loss per share for the period34(1.65)--Diluted loss per share for the period34(1.65)--Millions of yenYear endedMarch 31,Year endedMarch 31,2018YenYear endedMarch 31,Year endedMarch 31,2018 Consolidated Statement of Changes in Equity Years ended March 31, 2017 and 2018: 61 NotesRemeasurement ofnet defined benefitliabilities (assets)Net gain (loss) onrevaluation offinancial assetsmeasured atFVTOCI (Note)Exchange differenceson translation offoreign operationsNet changes in fairvalue of cash flowhedgesTotal othercomponents of equityAs of April 1, 201653,20484,321(20,471)-4,53353,616(160)57,989292,775467,8182,858470,676Profit for the period----- ---48,32048,32010648,426Other comprehensive income---10,7902,221(5,351)477,707-7,707(152)7,555Total comprehensive income for the period---10,7902,221(5,351)477,70748,32056,028(46)55,982Acquisition of treasury shares24--(10,340)------(10,340)-(10,340)Dividends25--------(21,299)(21,299)(237)(21,537)Share-based payment transactions35-12-------12-12Acquisition of subsidiaries----------2626Changes in interests in subsidiaries-(12)--(10)0-(9)-(21)(75)(97)Transfer from other components of equityto retained earnings---(10,790)(1,720)--(12,510)12,510---Total transactions with the owners-0(10,340)(10,790)(1,730)0-(12,520)(8,789)(31,650)(285)(31,936)As of March 31, 201753,20484,321(30,812)-5,02448,265(112)53,176332,306492,1962,526494,722 (Note) FVTOCI: Fair Value Through Other Comprehensive IncomeMillions of yenEquity attributable to owners of the parent companyNon-controllinginterestsTotal equityShare capitalCapital surplusTreasury sharesOther components of equityRetainedearningsTotal equityattributable to ownersof the parentcompany 62 NotesRemeasurement ofnet defined benefitliabilities (assets)Net gain (loss) onrevaluation offinancial assetsmeasured atFVTOCI (Note)Exchange differenceson translation offoreign operationsNet changes in fairvalue of cash flowhedgesTotal othercomponents of equityAs of April 1, 201753,20484,321(30,812)-5,02448,265(112)53,176332,306492,1962,526494,722Profit for the period--------41,83641,836(72)41,764Other comprehensive income---4,998(371)(5,294)444(223)-(223)41(182)Total comprehensive income for the period---4,998(371)(5,294)444(223)41,83641,612(30)41,581Acquisition of treasury shares24--(2)------(2)-(2)Dividends25--------(21,133)(21,133)(116)(21,250)Share-based payment transactions35-4311------54-54Acquisition of subsidiaries------------Changes in interests in subsidiaries------------Transfer from other components of equityto retained earnings---(4,998)5--(4,992)4,992---Total transactions with the owners-438(4,998)5--(4,992)(16,141)(21,081)(116)(21,197)As of March 31, 201853,20484,364(30,803)-4,65842,97033147,960358,001512,7272,378515,106 (Note) FVTOCI: Fair Value Through Other Comprehensive IncomeNotesRemeasurement ofnet defined benefitliabilities (assets)Net gain (loss) onrevaluation offinancial assetsmeasured atFVTOCI (Note)Exchange differenceson translation offoreign operationsNet changes in fairvalue of cash flowhedgesTotal othercomponents of equityAs of April 1, 2017500,460793,161(289,831)-47,269454,012(1,063)500,2183,125,8204,629,82823,7514,653,579Profit for the period--------393,528393,528(677)392,851Other comprehensive income---47,013(3,489)(49,817)4,176(2,117)-(2,117)395(1,722)Total comprehensive income for the period---47,013(3,489)(49,817)4,176(2,117)393,528391,411(282)391,129Acquisition of treasury shares24--(18)------(18)-(18)Dividends25--------(198,786)(198,786)(1,091)(199,877)Share-based payment transactions35-404103------507-507Acquisition of subsidiaries------------Changes in interests in subsidiaries------------Transfer from other components of equityto retained earnings---(47,013)56--(46,957)46,957---Total transactions with the owners-40485(47,013)56--(46,957)(151,829)(198,297)(1,091)(199,388)As of March 31, 2018500,460793,565(289,746)-43,836404,1953,113451,1443,367,5194,822,94222,3784,845,320 (Note) FVTOCI: Fair Value Through Other Comprehensive IncomeThousands of U.S. dollarsEquity attributable to owners of the parent companyNon-controllinginterestsTotal equityShare capitalCapital surplusTreasury sharesOther components of equityRetainedearningsTotal equityattributable to ownersof the parentcompanyMillions of yenEquity attributable to owners of the parent companyNon-controllinginterestsTotal equityShare capitalCapital surplusTreasury sharesOther components of equityRetainedearningsTotal equityattributable to ownersof the parentcompany Consolidated Statement of Cash Flows Years ended March 31, 2017 and 2018: 63 Thousands of U.S. dollarsYear ended March 31,Notes201720182018Cash flows from operating activitiesProfit for the period48,42641,764392,851Depreciation and amortisation43,67949,993470,256Impairment loss (reversal of impairment loss)2392,09119,668Finance (income) costs4752,41422,707Share of (profit) loss of investments accounted for using the equitymethod(53)(74)(696)Loss (gain) on sale and disposal of property, plant and equipment,intangible assets and investment property967977,496Income taxes18,46120,899196,585Decrease (increase) in trade receivables(3,691)(9,528)(89,624)Decrease (increase) in inventories(10,729)(17,199)(161,781)Increase (decrease) in trade payables10,8923,08729,037Increase (decrease) in net defined benefit liabilities1561,61215,163Other8,3999,88793,023Subtotal116,352105,745994,685Interest and dividends income received1,4141,27912,030Interest expenses paid(981)(1,038)(9,763)Payment for loss on litigation-(564)(5,305)Income taxes paid(19,910)(21,142)(198,881)Net cash from (used in) operating activities96,87384,279792,766Cash flows from investing activitiesProceeds from sale of investment securities3,10316150Purchase of property, plant and equipment(70,637)(69,237)(651,274)Proceeds from sale of property, plant and equipment7468588,070Purchase of intangible assets(6,899)(4,368)(41,087)Proceeds from sale of intangible assets2419Proceeds from sale of investment property1,088984Purchase of investments in subsidiaries(2,743)--Other(441)(1,942)(18,247)Net cash from (used in) investing activities(75,759)(74,661)(702,295)Cash flows from financing activitiesNet increase (decrease) in current borrowings20(14,374)11,590109,019Proceeds from non-current borrowings2050049,908469,457Repayment of non-current borrowings20(500)(50,000)(470,322)Proceeds from issuance of bonds issued2049,75919,896187,150Redemption of bonds issued20(30,000)(10,000)(94,064)Payment of lease obligations20(101)(106)(997)Dividends paid25(21,299)(21,133)(198,786)Dividends paid to non-controlling interests(236)(116)(1,091)Payment for purchase of subsidiaries’ equity from non-controllinginterests(97)--Purchase of treasury shares(10,340)(2)(18)Net cash from (used in) financing activities(26,691)37348Effect of exchange rate changes on cash and cash equivalents(3,139)(1,759)(16,545)Net increase (decrease) in cash and cash equivalents(8,716)7,89574,274Cash and cash equivalents at beginning of period8230,498221,7822,086,181Cash and cash equivalents at end of period8221,782229,6782,160,455Millions of yenYear ended March 31, Notes to Consolidated Financial Statements 1. Reporting Entity Seiko Epson Corporation (the “Company”) is a stock corporation domiciled in Japan. The addresses of the Company’s registered head office and principal business offices are available on the Company’s website (global.epson.com/). The details of businesses and principal business activities of the Company and its affiliates (“Epson”) are stated in “7. Segment Information.” 2. Basis of Preparation (1) Compliance with IFRS Epson’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board which are applied based on the provision of Article 93 of Ordinance on Terminology, Forms and Preparation Methods of Consolidated Financial Statements, as Epson meets the criteria of a “Specified Companies applying Designated IFRS” defined under Article 1-2 of Ordinance on Terminology, Forms and Preparation Methods of Consolidated Financial Statements. (2) Basis of Measurement Except for the financial instruments stated in “3. Significant Accounting Policies,” Epson’s consolidated financial statements are prepared on the cost basis. (3) Functional Currency and Presentation Currency Epson’s consolidated financial statements are presented in Japanese yen (“yen” or “¥”), which is the functional currency of the Company. The units are in millions of yen unless otherwise noted, and figures less than one million yen are rounded down. The translations of Japanese yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan and have been made at the rate of ¥106.31 to U.S. $1 at the end of the reporting period. (4) Reporting Period of Subsidiaries The fiscal year end date of certain overseas subsidiaries is December 31, and the subsidiaries prepare, for consolidation purposes, additional financial information as of the date of the consolidated financial statements. 3. Significant Accounting Policies (1) Basis of Consolidation Consolidated financial statements of Epson include financial statements of the Company and subsidiaries, and interests in investments in associates and joint ventures. (A) Subsidiaries A subsidiary is an entity that is controlled by Epson. Epson controls the entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The acquisition date of a subsidiary is the date on which Epson obtains control of the subsidiary, and the subsidiary is included in the consolidation from the date of acquisition until the date on which Epson loses control. All intergroup balances, transactions, unrealised profit or loss arising from intergroup transaction are eliminated on consolidation. Comprehensive income for subsidiaries is attributed to the owners of the parent company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. (B) Associates An associate is an entity over which Epson has significant influence that is the power to participate in the financial and operating policy decisions of the entity. Investments in associates are accounted for using the equity method from the date on which Epson has the significant influence until the date on which it ceases to have the significant influence. 64 (C) Joint Ventures A joint venture is a joint arrangement whereby Epson and the other parties that have joint control of the arrangement have rights to the net assets of the arrangement. The joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities, that significantly affect the returns of the arrangement, require the unanimous consent of the parties sharing control. Epson accounts for that investment using the equity method. (2) Business Combinations Each business combination is accounted for by applying the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by Epson, the liabilities incurred by Epson to former owners of the acquiree and the equity interests issued by Epson. Goodwill is recognised in the consolidated statement of financial position, as the excess of the transferred consideration over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If the difference is a negative monetary value, the resulting gain is immediately recognised as profit. Acquisition-related costs incurred are recognised as expenses except for the costs to issue debt or equity securities. (3) Foreign Currency Translation Consolidated financial statements of Epson are presented in Japanese yen, which is the functional currency of the Company. Each company in Epson determines its functional currency and measures its results and financial position in that currency. A foreign currency transaction is translated into the functional currency at a spot exchange rate at the date of the transaction or a rate that approximates the actual rate at the date of the transaction. Foreign currency monetary items are translated using the closing rate. Exchange differences arising on the settlement of monetary items or on translating monetary items are recognised in profit or loss. However, exchange differences arising on financial instruments designated as hedging instruments for net investments in foreign operations, financial assets measured at fair value through other comprehensive income, and cash flow hedges are recognised in other comprehensive income. Assets and liabilities of foreign operations are translated into Japanese yen at the closing date, while income and expenses of foreign operations are translated into Japanese yen at exchange rates at the dates of the transactions or a rate that approximates the exchange rates at the dates of the transactions. All resulting exchange differences are recognised in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation is recognised in profit or loss in the period of disposition. (4) Financial Instruments Epson accounts for financial instruments in accordance with IFRS 9 “Financial Instruments” (announced in November 2009, revised in October 2010), which Epson has early adopted. (A) Financial Assets (i) Initial Recognition and Measurement Financial assets are measured at their fair values and classified into financial assets measured subsequently at fair value and amortised cost at initial recognition. Financial assets are classified as financial assets measured at amortised cost if both of the following conditions are met. Otherwise, they are classified as financial assets measured at fair value. (a) The financial asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows. (b) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. For financial assets measured at fair value, each equity instrument is designated as measured at fair value through profit or loss or as measured at fair value through other comprehensive income, except for equity instruments held for trading purposes that must be measured at fair value through profit or loss. Such designations are applied continuously. Financial assets are initially measured at fair value plus transaction costs that are directly attributable to the financial assets, except when classified in the category of financial assets measured at fair value through profit or loss. 65 Epson recognises trade and other receivables on the date they are originated. All other financial assets are recognised on the trade date when Epson becomes a party to the contractual provisions of the instrument. (ii) Subsequent Measurement After initial recognition, financial assets are measured based on the classification as follows: (a) Financial Assets Measured at Amortised Cost Financial assets measured at amortised cost are measured at amortised cost using the effective interest method. (b) Financial Assets Measured at Fair Value Financial assets other than those measured at amortised cost are measured at fair value. Changes in fair value of financial assets measured at fair value are recognised in profit or loss. However, changes in fair value of equity instruments designated as measured at fair value through other comprehensive income are recognised in other comprehensive income and the cumulative change in fair value in other comprehensive income is transferred to retained earnings when equity instruments are derecognised or the decline in their fair values are significant. Dividends on the financial assets are recognised in profit or loss for each fiscal year. (iii) Derecognition Financial assets are derecognised when the contractual rights to the cash flows from them expire or when they are transferred in transactions in which substantially all the risks and rewards of ownership are transferred. (B) Impairment of Financial Assets At the end of each fiscal year, Epson assesses whether there is any objective evidence that financial assets measured at amortised cost are impaired. Evidence of impairment includes significant financial difficulty of the borrower or a group of borrowers, a default or delinquency in interest or principal payments, and bankruptcy of the borrower. Epson assesses whether objective evidence of impairment exists individually for financial assets that are individually significant and collectively for financial assets that are not individually significant. If there is any objective evidence that impairment losses on financial assets measured at amortised cost have been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows. When impairment is recognised, the carrying amount of the financial asset is reduced by an allowance account and impairment loss is recognised in profit or loss. If the amount of the impairment loss provided decreases due to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed in profit or loss through the allowance account. (C) Financial Liabilities (i) Initial Recognition and Measurement Financial liabilities are measured at fair value at initial recognition. However, financial liabilities measured subsequently at amortised cost are measured at their fair value less transaction costs that are directly attributable to the issuance of the financial liabilities. Financial liabilities are classified into financial liabilities measured subsequently at fair value through profit or loss and financial liabilities measured at amortised cost. Epson determines the classification at initial recognition. (ii) Subsequent Measurement After initial recognition, financial liabilities are measured based on the classification as follows: (a) Financial Liabilities Measured at Fair Value through Profit or Loss Financial liabilities measured at fair value through profit or loss are measured at fair value and include financial liabilities designated as measured at fair value through profit or loss at initial recognition. (b) Financial Liabilities Measured at Amortised Cost Financial liabilities measured at amortised cost are measured at amortised cost using the effective interest method. (iii) Derecognition Financial liabilities are derecognised when the obligation is discharged, canceled or expired. 66 (D) Offsetting a Financial Asset and a Financial Liability A financial asset and a financial liability are offset and the net amount presented in the consolidated statement of financial position when there is a legally enforceable right to set off the recognised amounts and Epson intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. (E) Derivatives Accounting Epson utilises derivatives, including forward foreign exchange contracts and non-deliverable forwards, to hedge foreign exchange and interest rate risks. These derivatives are initially measured at fair value when the contract is entered into, and are subsequently remeasured at fair value. A gain or loss on a derivative is recognised in profit or loss. However, the portion of the gain or loss on the hedging instruments that is determined to be an effective hedge of cash flow hedges and hedges of net investments in foreign operations are recognised in other comprehensive income. (F) Hedge Accounting At the inception of a hedge, Epson formally designates and documents the hedging relationship to which hedge accounting is applied and the objectives and strategies of risk management for undertaking the hedge. The documentation includes identification of hedging instruments, the hedged items or transactions, the nature of the risks being hedged and how the hedging instrument’s effectiveness is assessed in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risks. Even though these hedges are expected to be highly effective in offsetting changes in fair value or cash flows, they are assessed on an ongoing basis and determined actually to have been highly effective throughout the financial reporting periods for which the hedges were designated. Epson classifies hedging relationships that meet the qualifying criteria for hedge accounting in the following categories and applies hedge accounting to the hedging relationships. (i) Fair Value Hedge A gain or loss on a derivative is recognised in profit or loss. The hedging gain or loss on the hedged items attributable to the hedged risks adjust the carrying amount of the hedged item and is recognised in profit or loss. (ii) Cash Flow Hedge The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised in other comprehensive income, while the ineffective portion is recognised immediately in profit or loss. The amounts of hedging instruments recognised in other comprehensive income are reclassified to profit or loss when the transactions of the hedged items affect profit or loss. In cases where hedged items result in the recognition of non-financial assets or liabilities, the amounts recognised in other comprehensive income are accounted for as adjustments to the initial carrying amount of non-financial assets or liabilities. When forecast transactions or firm commitments are no longer expected to occur, any related cumulative gains or losses that have been recognised in other comprehensive income are reclassified to profit or loss. When hedging instruments expire, are sold, terminated or exercised without the replacement or rollover of other hedging instruments, or when the hedge designation is revoked, amounts that have been recognised in other comprehensive income continue to be recognised in equity until the forecast transactions or firm commitments occur. (iii) Hedges of a Net Investment in a Foreign Operation Hedges of a net investment in a foreign operation are accounted for similarly to cash flow hedges. The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised in other comprehensive income, while the ineffective portion is recognised in profit or loss. On the disposal of the foreign operation, the cumulative gain or loss on the hedging instrument relating to the effective portion of the hedge that has been recognised in other comprehensive income is reclassified from equity to profit or loss. (G) Fair Value of Financial Instruments Fair value of financial instruments that are traded in an active market as of the end of fiscal year refers to quoted market prices or dealer quotations. If there is no active market, fair value of financial instruments is determined using appropriate valuation models. (5) Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value as such that has a short maturity of three months or less from the date of acquisition. 67 (6) Inventories The cost of inventories includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Inventories are measured at the lower of cost or net realisable value, and the cost of inventories is assigned by using the weighted-average cost formula. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. (7) Property, Plant and Equipment The cost of property, plant and equipment includes any costs directly attributable to the acquisition of the asset and dismantlement, removal and restoration costs, as well as borrowing costs eligible for capitalisation. After recognition as an asset, property, plant, and equipment is measured by using the cost model and is carried at its cost less any accumulated depreciation and any accumulated impairment losses. Except for asset that is not subject to depreciation such as land, asset is depreciated using the straight-line method over its estimated useful life. The estimated useful life of major asset is as follows: • Buildings and structures: 10 to 35 years • Machinery and vehicles: 2 to 12 years The estimated useful life, depreciation method and residual value are reviewed at each fiscal year end and, if expectations differ from previous estimates, the effect of changes in accounting estimates is recognised prospectively. (8) Intangible Assets (A) Goodwill Goodwill acquired in a business combination is measured at the amount recognised at the acquisition date less any accumulated impairment losses. Goodwill is not amortised and allocated to a cash-generating unit that is identified according to business. The cash-generating unit to which goodwill has been allocated is tested for impairment annually, and whenever there is an indication that the unit may be impaired. An impairment loss is recognised in profit or loss and not reversed in a subsequent period. (B) Intangible Assets The cost of a separately acquired intangible asset is measured initially at cost, and the cost of intangible asset acquired in a business combination is its fair value at the acquisition date. The cost of internally generated intangible asset is the sum of expenditure incurred from the date when the intangible asset first meets the recognition criteria. After initial recognition, an intangible asset is measured by using the cost model and is carried at its cost less any accumulated amortisation and any accumulated impairment losses. An intangible asset with a finite useful life is amortised using the straight-line method over its estimated useful life. The estimated useful life of major intangible asset with a finite useful life is as follows: • Software: 3 to 10 years The estimated useful life and amortisation method of an asset are reviewed at each fiscal year end and, if expectations differ from previous estimates, the effect of changes in accounting estimates is recognised prospectively. An intangible asset with an indefinite useful life or an intangible asset not yet available for use is not amortised and tested for impairment annually, and whenever there is an indication that the intangible asset may be impaired. (9) Leases Epson classifies a lease as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an asset and a lease as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an asset. At the commencement of the lease term, finance leases are recognised as assets and liabilities at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The asset is depreciated using the straight-line method over the shorter of the lease term and its estimated useful life which is consistent with that for depreciable assets that are owned. Lease payments under an operating lease are recognised as an expense on a straight-line basis over the lease term. Contingent rents are recognised as expenses in the periods in which they are incurred. Determining whether an arrangement is, or contains, a lease is based on the substance of the arrangement and requires an assessment of whether fulfilment of the arrangement is dependent on the use of a specific asset or assets (the asset) and the arrangement conveys a right to use the asset. 68 (10) Investment Property Investment property is property held to earn rentals or for capital appreciation or both. After recognition as an asset, investment property is measured by using the cost model and is carried at its cost less any accumulated depreciation and any accumulated impairment losses. Except for asset that is not subject to depreciation such as land, investment property is depreciated using the straight-line method over its estimated useful life. The estimated useful life of major investment properties that is subject to depreciation is 35 years. (11) Impairment of Non-financial Assets Epson assesses whether there is any indication that an asset may be impaired. If any such indication exists, or irrespective of whether there is any indication of impairment, where impairment testing is required, the recoverable amount of the asset is estimated. If it is not possible to estimate the recoverable amount for each asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined. The recoverable amount is measured at the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use. If carrying amount of an asset or cash-generating unit exceeds its recoverable amount, an impairment loss is recognised and the carrying amount of the asset is reduced to its recoverable amount. The impairment loss is recognised in profit or loss. In determining an asset’s value in use, an estimate of the future cash flows expected to derive from the asset are discounted to the present value, using pretax discount rates that reflect current market assessments of the time value of money and the risks specific to the asset. An impairment loss for goodwill is recognised in profit or loss and not reversed in a subsequent period. Epson assesses whether there is any indication that an impairment loss recognised in prior periods for an asset other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amount of that asset is estimated. If the recoverable amount exceeds the carrying amount of the asset, an impairment loss is reversed to the carrying amount that would have been determined (net of amortisation or depreciation) if no impairment loss had been recognised for the asset in prior years. (12) Non-current Assets Held for Sale and Discontinued Operations Epson classifies a non-current asset or disposal group as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. The non-current asset or disposal group as held for sale is available for immediate sale in its present condition and its sale is highly probable when Epson management commits to a plan to sell the asset or disposal group. Epson measures the non-current asset or disposal group classified as held for sale at the lower of its carrying amount and fair value less costs to sell. The non-current asset is not depreciated or amortised while it is classified as held for sale or while it is part of a disposal group classified as held for sale. A discontinued operation is a component of an entity, that is a cash-generating unit or a group of cash-generating units, that either has been disposed of, or is classified as held for sale, and (a) represents a separate major line of business or geographical area of operations, (b) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations or (c) is a subsidiary acquired exclusively with a view to resale. (13) Post-employment Benefits Epson has defined benefit plans and defined contribution plans as post-employment benefits plans. For each defined benefit plan, Epson calculates the present value of defined benefit obligations and the related current service cost and past service cost, using the projected unit credit method. For a discount rate, a discount period is set based on the estimated timing of benefit payments in each period, and the discount rate is determined by reference to market yields as of the end of the fiscal year on high quality corporate bonds for the period corresponding to the discount period. The net defined benefit liability (asset) is measured by deducting the fair value of any plan assets (including adjustments of the net defined benefit asset and the asset ceiling, if necessary) from the present value of the defined benefit obligation. Net interest on the net defined benefit liability (asset) is recognised in profit or loss. Remeasurements of the net defined benefit liability (asset) are recognised in other comprehensive income and transferred to retained earnings immediately. Past service cost is recognised as an expense at the earlier of when a plan amendment or curtailment occurs and when any related restructuring costs or termination benefits are recognised. The contribution payable to a defined contribution plan is recognised as an expense. (14) Share-based Payment The Company has employed a framework referred to as BIP (Board Incentive Plan) trust as performance-linked equity-settled share-based payment plan for eligible officers. The shares of the Company held by the trust are recognised as treasury shares. The Company measures the service received at the fair value of its shares granted at the grant date and recognises the consideration as expenses over the vesting period while the corresponding amount is recognised as an increase in equity. 69 (15) Provisions Epson recognises a provision when it has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where the effect of the time value of money is material, the amount of a provision is measured at the present value of the expenditures expected to be required to settle the obligation. (16) Revenue (A) Sale of Goods Epson recognises revenue from the sale of goods when the significant risks and rewards of ownership of the goods have been transferred to the buyers, Epson retains neither continuing managerial involvement nor effective control over the goods sold, it is probable that the economic benefits associated with the transaction will flow to Epson, and the amount of revenue and the costs incurred or to be incurred in respect of the transaction can be measured reliably. The risks and rewards of ownership of the goods are usually transferred at the time of delivery of the goods to customers. The amount of revenue is measured at the fair value of the consideration received or receivable taking into account the amount of any trade discounts and volume rebates. (B) Interest Interest is recognised using the effective interest method. (C) Dividends Dividends are recognised when the shareholder’s right to receive payment is established. (D) Royalties Royalties are recognised on an accrual basis in accordance with the substance of the relevant agreement. (E) Rendering of Services Revenues arising from the rendering of services are recognised by reference to the stage of completion of the transaction as of the end of fiscal year. (17) Government Grants A government grant is recognised at fair value when there is reasonable assurance that Epson will comply with the conditions attaching to it, and that the grant will be received. Grants related to assets are deducted in calculating the carrying amount of the asset. Grants related to income are recognised in profit or loss on a systematic basis over the periods in which Epson recognises as expenses the related costs for which the grants are intended to compensate. (18) Borrowing Costs Borrowing costs are interest and other costs incurred in connection with the borrowing of funds. The borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, that necessarily takes a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period when they are incurred. (19) Income Taxes Income taxes are presented as the total of current tax expense and deferred tax expense. Current tax is the amount of income taxes payable or recoverable and is recognised as an expense or income and included in profit or loss for the period, except to the extent that the tax arises from a transaction which is recognised either in other comprehensive income or directly in equity, or a business combination. For the calculation of the tax amount, Epson uses the tax rates and tax laws that have been enacted or substantively enacted by the end of fiscal year. Deferred tax expense is calculated based on a temporary difference that is the difference between the carrying amount of the assets or liabilities in the consolidated financial statements and their tax bases. A deferred tax asset is recognised for all deductible temporary differences, the carryforward of unused tax credits and unused tax losses to the extent that it is probable that future taxable profit will be available against which they can be utilised. A deferred tax liability is recognised for all taxable temporary differences. A deferred tax liability is not recognised for taxable temporary differences when the deferred tax liability arises from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction which is not a business combination and affects neither accounting profit nor taxable profit or loss at the time of the transaction. 70 Also a deferred tax liability is not recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures to the extent that the timing of the reversal of the temporary difference is controlled and it is probable that the temporary difference will not reverse in the foreseeable future. A deferred tax asset is not recognised for deductible temporary differences arising from investments in subsidiaries and associates, and interests in joint ventures to the extent that it is not probable that the temporary difference will reverse in the foreseeable future and that taxable profit will be available against which the temporary difference can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of fiscal year. (20) Treasury Shares Treasury shares are measured at their cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale or cancellation of the treasury shares. Any difference between the carrying amount and the consideration paid is recognised in equity. (21) Earnings per Share Basic earnings per share are calculated by dividing profit or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the period, adjusting by the number of treasury shares. For the purpose of the calculation, the shares of the Company held by BIP trust are excluded because the shares are accounted as treasury shares. For the purpose of calculating diluted earnings per share, the rights for the treasury shares held by the trust to be received by eligible officers are adjusted. (22) Dividends Year-end dividend distributions to the shareholders of the Company are recognised as liabilities in the period in which the distribution is approved at the Annual Shareholders’ Meeting. Interim dividend distributions are recognised as liabilities in the period in which the distribution is approved by Epson’s Board of Directors. 4. Significant Accounting Estimates and Judgments The preparation of Epson’s consolidated financial statements includes management estimates and assumptions in order to measure income, expenses, assets and liabilities, and disclosed contingencies as of the fiscal year end date. These estimates and assumptions are based on the best judgment of management in light of historical experience and various factors deemed to be reasonable as of the fiscal year end date. Given their nature, actual results may differ from those estimates and assumptions. The estimates and assumptions are continuously reviewed by management. The effects of a change in estimates and assumptions are recognised in the period of the change and subsequent periods. Among the above estimates and assumptions, the following were items that may have a material effect on the amounts recognised in Epson’s consolidated financial statements: (1) Impairment of Property, Plant and Equipment, Goodwill, Intangible Assets and Investment Property Epson performs an impairment test for property, plant and equipment, goodwill, intangible assets and investment property when there is any indication that the recoverable amount has fallen below the carrying amount of the assets or when it is required annually. The impairment test is performed by comparing the carrying amount and the recoverable amount of assets. If the recoverable amount falls below the carrying amount, impairment losses are recognised. Recoverable amount is determined with certain assumptions of useful life, future cash flow of an asset, discount rate and long-term growth rate. These assumptions are based on the best estimates and judgments of management, but they could be affected by variable and uncertain future economic conditions. Any changes in these assumptions could have a material impact on Epson’s consolidated financial statements in future periods. The method for calculating the recoverable amount is stated in “13. Property, Plant and Equipment.” (2) Post-employment Benefits Epson has several types of post-employment benefit plans, including defined benefit plans. The present value of defined benefit obligations on each of these plans and the related service costs and others are 71 calculated based on actuarial assumptions. These actuarial assumptions require estimates and judgments on variables, such as discount rates. The actuarial assumptions are determined based on the best estimates and judgments of management, but they could be affected by variable and uncertain future economic conditions. Any changes in these assumptions could have a material impact on Epson’s consolidated financial statements in future periods. These actuarial assumptions and related sensitivity analysis are stated in “23. Post-employment Benefits.” (3) Provisions Epson recognises various provisions, including provisions for product warranties and provisions for loss on litigation. These provisions are recognised based on the best estimates of the expenditures required to settle the obligations, taking into account risks and uncertainty related to the obligations as of the fiscal year end date. Expenditures necessary for settling the obligations are calculated by taking all possible future results into account. However, they may be affected by unexpected events or changes in conditions which may have a material impact on Epson’s consolidated financial statements in future periods. The nature and amount of recognised provisions are stated in “21. Provisions.” (4) Income Taxes Epson, which conducts business around the world, makes reasonable estimates of income tax to be paid to local tax authorities in accordance with local laws and regulations, and recognises income taxes payable and current tax expense based on these estimates. Calculating income taxes payable and current tax expense requires estimates and judgments on various factors, including, for example, the interpretation of tax regulations by taxable entities and the tax authority in the jurisdiction or experience of prior tax investigation. Therefore, there may be differences between the amount recognised as income taxes payable and current tax expense and the amount of actual income taxes. These differences may have a material impact on Epson’s consolidated financial statements in future periods. In addition, deferred tax assets are recognised to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilised. In recognising the deferred tax assets, Epson judges the possibility of future taxable income and reasonably estimate the timing and amount of future taxable income based on the business plan. The timing and amount of taxable income may be affected by variable and uncertain future economic conditions, and changes could have a material impact on Epson’s consolidated financial statements in future periods. The content and amounts related to income taxes are stated in “18. Income Taxes.” (5) Contingencies With regard to contingencies, any items that may have a material impact on business in the future are disclosed in light of all the available evidence as of the fiscal year end date and by taking into account the probability of these contingencies and their impact on financial reporting. The content of contingencies is stated in “40. Contingencies.” 5. Changes in Accounting Policies There is no accounting standard and interpretation newly applied by Epson for the reporting period. 6. New Standards and Interpretations Not Yet Applied The new standards, amended standards and new interpretations that have been issued as of the date of approval of the consolidated financial statements, but have not yet been applied by Epson are as follows. Epson considers that following standards which will be mandatory for the reporting period ending on March 31, 2019 are expected to have no material effect on the consolidated financial statements. The potential impacts of IFRS 16-Leases, which will be mandatory for the reporting period ending on March 31, 2020, are currently finalised by Epson. 72 IFRS IFRS 9 Financial Instruments Date of mandatory application (from the fiscal year beginning on or after) January 1, 2018 Reporting periods of application by Epson (The reporting period ending) March 31, 2019 Amendments to hedge accounting Description of new and revised standards Limited changes to classification and measurement of financial assets, and introduction of an expected credit loss impairment model IFRS 15 Revenue from Contracts with Customers IFRS 16 Leases January 1, 2018 March 31, 2019 Amendments to accounting treatment for recognising revenue January 1, 2019 March 31, 2020 Amendments to the principles for the recognition, measurement, presentation and disclosure of leases Recognision of assets and liabilities for most leases by lessees Substantially unchanged in lessor accounting 7. Segment Information (1) Outline of Reportable Segments The reportable segments of Epson are determined based on the operating segments that are components of Epson for which discrete financial information is available and whose operating results are regularly reviewed by the Board of Directors in deciding how to allocate resources and in assessing performance. The reportable segments of Epson are composed of three segments: “Printing Solutions,” “Visual Communications” and “Wearable & Industrial Products.” They are determined by types of products, nature of products, and markets. Epson conducts development, manufacturing and sales within its reportable segments as follows: Reportable segments Printing Solutions Main products Inkjet printers, serial impact dot matrix printers, page printers, color image scanners, large-format inkjet printers, industrial inkjet printing systems, printers for use in POS systems, label printers and related consumables, dry process office papermaking systems, personal computers and others. Visual Communications 3LCD projectors, HTPS-TFT LCD panels for 3LCD projectors, smart glasses and Wearable & Industrial Products others. Wristwatches, watch movements, sensing equipment, industrial robots, IC handlers, crystal units, crystal oscillators, quartz sensors, CMOS LSIs, metal powders, surface finishing and others. 73 (2) Revenues and Performances of Reportable Segments Revenues and performances of reportable segments were as follows. Transfer prices between the segments were based on prevailing market prices. FY2016: Year ended March 31, 2017 Millions of yen Printing Solutions Reportable segments Visual Communi- cations Wearable & Industrial Products Subtotal Other (Note 2) Adjustments (Note 3) Consolidated Revenue External revenues 686,353 179,642 150,674 1,016,671 Intersegment revenues 265 39 7,873 8,179 787 721 7,398 1,024,856 (8,901) - Total revenue 686,619 179,682 158,548 1,024,850 1,509 (1,502) 1,024,856 Segment profit (loss) (Business profit) (Note 1) 84,127 16,142 7,813 108,084 (482) (41,794) 65,807 Other operating income (expense) 2,085 Profit from operating activities 67,892 Finance income (costs) Share of profit of investments accounted for using the equity method (475) 53 Profit before tax 67,470 Other (Note 2) Adjustments (Note 4) Consolidated Printing Solutions Reportable segments Visual Communi- cations Wearable & Industrial Products Subtotal (23,079) (7,885) (7,956) (38,920) (22) (4,272) (43,215) (45) (0) (161) (206) - (32) (239) Other items Depreciation and amortisation Impairment losses of assets other than financial assets Segment assets 376,782 115,024 133,982 Capital expenditures 43,930 10,201 9,189 625,790 63,321 299 348,297 974,387 2 11,995 75,319 (Note 1) Segment profit (loss) (Business profit) is calculated by subtracting Cost of sales and Selling, general and administrative expenses from Revenue. (Note 2) “Other” consists of the intra-group services. (Note 3) “Adjustments” to Segment profit (loss) (Business profit) of (¥41,794) million comprised “Eliminations” of ¥496 million and “Corporate expenses” of (¥42,291) million. “Corporate expenses” included expenses relating to research and development for basic technology, new businesses and general corporate expenses which are not attributed to reportable segments. (Note 4) “Adjustments” to Segment assets of ¥348,297 million comprised “Eliminations” of (¥3,992) million and “Corporate assets” of ¥352,290 million. 74 FY2017: Year ended March 31, 2018 Millions of yen Printing Solutions Reportable segments Visual Communi- cations Wearable & Industrial Products Subtotal Other (Note 2) Adjustments (Note 3) Consolidated Revenue External revenues 736,239 198,889 158,535 1,093,663 187 8,265 1,102,116 Intersegment revenues 449 2 8,801 9,253 Total revenue 736,688 198,891 167,336 1,102,916 749 936 (10,002) - (1,737) 1,102,116 Segment profit (loss) (Business profit) (Note 1) 94,896 24,423 7,154 126,474 (532) (51,156) 74,785 Other operating income (expense) (9,782) Profit from operating activities 65,003 Finance income (costs) Share of profit of investments accounted for using the equity method Profit before tax (2,414) 74 62,663 Other items Depreciation and amortisation Impairment losses of assets other than financial assets Printing Solutions Reportable segments Visual Communi-c ations Wearable & Industrial Products Subtotal Other (Note 2) Adjustments (Note 4) Consolidated (26,688) (8,783) (8,815) (44,287) (17) (5,145) (49,449) (900) (23) (107) (1,031) - (1,060) (2,091) Segment assets 410,490 127,325 142,324 680,140 275 352,934 1,033,350 Capital expenditures 46,351 14,338 11,099 71,789 17 7,622 79,430 (Note 1) Segment profit (loss) (Business profit) is calculated by subtracting Cost of sales and Selling, general and administrative expenses from Revenue. (Note 2) “Other” consists of the intra-group services. (Note 3) “Adjustments” to Segment profit (loss) (Business profit) of (¥51,156) million comprised “Eliminations” of ¥480 million and “Corporate expenses” of (¥51,637) million. “Corporate expenses” included expenses relating to research and development for basic technology, new businesses and general corporate expenses which are not attributed to reportable segments. (Note 4) “Adjustments” to Segment assets of ¥352,934 million comprised “Eliminations” of (¥5,639) million and “Corporate assets” of ¥358,573 million. 75 FY2017: Year ended March 31, 2018 Thousands of U.S. dollars Printing Solutions Reportable segments Visual Communi- cations Wearable & Industrial Products Subtotal Other (Note 2) Adjustments (Note 3) Consolidated 6,925,400 1,870,839 1,491,251 10,287,490 1,768 77,744 10,367,002 4,231 19 82,787 87,037 7,036 (94,073) - Revenue External revenues Intersegment revenues Total revenue 6,929,631 1,870,858 1,574,038 10,374,527 8,804 (16,329) 10,367,002 Segment profit (loss) (Business profit) (Note 1) 892,645 229,733 67,293 1,189,671 (5,004) (481,196) 703,471 Other operating income (expense) (92,024) Profit from operating activities 611,447 Finance income (costs) Share of profit of investments accounted for using the equity method (22,707) 696 Profit before tax 589,436 Other (Note 2) Adjustments (Note 4) Consolidated Printing Solutions Reportable segments Visual Communi-c ations Wearable & Industrial Products Subtotal (251,050) (82,616) (82,917) (416,583) (159) (48,397) (465,139) (8,476) (216) (1,006) (9,698) - (9,970) (19,668) 3,861,265 1,197,676 1,338,763 6,397,704 2,586 3,319,868 9,720,158 Other items Depreciation and amortisation Impairment losses of assets other than financial assets Segment assets Capital expenditures 436,008 134,869 104,402 675,279 159 71,716 747,154 (Note 1) Segment profit (loss) (Business profit) is calculated by subtracting Cost of sales and Selling, general and administrative expenses from Revenue. (Note 2) “Other” consists of the intra-group services. (Note 3) “Adjustments” to Segment profit (loss) (Business profit) of ($481,196) thousand comprised “Eliminations” of $4,525 thousand and “Corporate expenses” of ($485,721) thousand. “Corporate expenses” included expenses relating to research and development for basic technology, new businesses and general corporate expenses which are not attributed to reportable segments. (Note 4) “Adjustments” to Segment assets of $3,319,868 thousand comprised “Eliminations” of ($53,032) thousand and “Corporate assets” of $3,372,900 thousand. 76 (3) Geographic Information The regional breakdowns of non-current assets and external revenues as of each fiscal year end were as follows: Non-current Assets Japan The Philippines Indonesia China Other Total Millions of yen March 31, 2017 2018 Thousands of U.S. dollars March 31, 2018 188,412 31,436 29,146 25,048 30,918 304,962 199,251 41,197 30,238 23,377 33,964 328,030 1,874,245 387,517 284,432 219,894 319,540 3,085,628 (Note) Non-current assets, excluding Other financial assets, Deferred tax assets and retirement benefits assets, are segmented by the location of the assets. External Revenue Japan The United States China Other Total Millions of yen Year ended March 31, 2018 2017 Thousands of U.S. dollars Year ended March 31, 2018 251,395 202,416 129,834 441,210 1,024,856 250,119 216,116 144,014 491,866 1,102,116 2,352,732 2,032,884 1,354,660 4,626,726 10,367,002 (Note) Revenues are segmented by country based on the location of the customers. (4) Information about Major Customers Epson had no transactions with a single external customer amounting to 10% or more of total external revenues. 8. Cash and Cash Equivalents The breakdown of “Cash and cash equivalents” was as follows: Cash and deposits Short-term investments Total Millions of yen March 31, 2017 105,188 116,593 221,782 2018 109,589 120,088 229,678 Thousands of U.S. dollars March 31, 2018 1,030,843 1,129,612 2,160,455 77 9. Trade and Other Receivables The breakdown of “Trade and other receivables” was as follows: Millions of yen March 31, Notes and trade receivables Other receivables Allowance account for credit losses Total Trade and other receivables are presented net of the allowance account for credit losses in the consolidated statement of financial position. Trade and other receivables are classified as financial assets measured at amortised cost. 2017 143,060 14,071 (1,427) 155,704 2018 151,032 15,682 (1,433) 165,282 10. Inventories The breakdown of “Inventories” was as follows: Millions of yen March 31, Merchandise and finished goods Work in process Raw materials Supplies Total The amount of inventories included in cost of sales recognised as an expense totaled (¥644,777) million and (¥667,638) million (($6,280,105) thousand) for the years ended March 31, 2017 and 2018, respectively. Losses recognised as cost of sales as a result of valuations for the years ended March 31, 2017 and 2018 were (¥31,275) million and (¥29,708) million (($279,446) thousand), respectively. In addition, Epson has no inventories pledged as collateral. 2017 123,050 55,366 22,403 7,692 208,512 2018 131,612 55,651 25,159 10,805 223,227 Thousands of U.S. dollars March 31, 2018 1,420,675 147,521 (13,479) 1,554,717 Thousands of U.S. dollars March 31, 2018 1,238,002 523,478 236,656 101,638 2,099,774 78 11. Other Financial Assets (1) The breakdown of “Other financial assets” Derivative assets Equity securities Bonds receivable Time deposits Other Allowance account for credit losses Total Current assets Non-current assets Total Millions of yen March 31, 2017 2018 449 15,809 75 37 4,985 (57) 21,298 754 20,544 21,298 1,080 15,242 58 101 5,519 (53) 21,947 1,513 20,433 21,947 Thousands of U.S. dollars March 31, 2018 10,158 143,363 545 950 51,915 (498) 206,433 14,231 192,202 206,433 Derivative assets are classified as financial assets measured at fair value through profit or loss, excluding a case where hedge accounting is applied. Equity securities held for other than trading purposes are classified as financial assets measured at fair value through other comprehensive income, and bonds receivables and time deposits are classified as financial assets measured at amortised cost. (2) Names of major equity securities measured at fair value through other comprehensive income, their fair values and dividends received Equity securities are held mainly for strengthening relationships with investees. Therefore, they are designated as financial assets measured at fair value through other comprehensive income. In order to pursue the efficiency of assets held, sales of financial assets measured at fair value through other comprehensive income have been carried out (derecognition). The major description is as follows. 79 Fair valueDividendsreceived (Note)Fair valueFair valueDividendsreceived (Note)NGK Insulators, Ltd.6,3171004,59743,241959Mizuho Financial Group, Inc.3,0611122,87227,0151,053(Note) Dividends received from the derecognised financial assets during the reporting periods are not included.Dividendsreceived (Note)102112Millions of yenThousands of U.S. dollarsMarch 31, 2017March 31, 2018March 31, 2018FY2016: Year ended March 31, 2017Fair value at thedate of saleAccumulated gainsDividends receivedNGK Insulators, Ltd.2,8842,18350(Note) Accumulated gain or loss recognised as other comprehensive income is transferred to retained earnings when an equity instrument is sold or the decline in its fair value is significant.Millions of yenAccumulated gainstransferred intoretained earnings(net of tax) (Note)1,591 12. Other Assets The breakdown of “Other current assets” and “Other non-current assets” was as follows: Prepaid expense Advances to suppliers Other Total Current assets Non-current assets Total Millions of yen March 31, 2017 13,840 1,502 3,319 18,663 13,176 5,486 18,663 2018 13,829 3,939 4,016 21,784 16,485 5,299 21,784 Thousands of U.S. dollars March 31, 2018 130,081 37,052 37,847 204,980 155,086 49,894 204,980 80 FY2017: Year ended March 31, 2018Fair value at thedate of saleAccumulated gainsDividends receivedNGK Insulators, Ltd.---(Note) Accumulated gain or loss recognised as other comprehensive income is transferred to retained earnings when an equity instrument is sold or the decline in its fair value is significant.FY2017: Year ended March 31, 2018Fair value at thedate of saleAccumulated gainsDividends receivedNGK Insulators, Ltd.---(Note) Accumulated gain or loss recognised as other comprehensive income is transferred to retained earnings when an equity instrument is sold or the decline in its fair value is significant.-Millions of yenAccumulated gainstransferred intoretained earnings(net of tax) (Note)-Thousands of U.S. dollarsAccumulated gainstransferred intoretained earnings(net of tax) (Note) 13. Property, Plant and Equipment (1) Schedule of Property, Plant and Equipment The schedules of the cost, accumulated depreciation and accumulated impairment losses, and carrying amount of “Property, plant and equipment” were as follows: 81 CostLand, buildingsand structuresMachinery,equipment andvehiclesTools, furnitureand fixturesConstructionin progressOtherTotalAs of April 1, 2016458,348461,570182,41815,0842,4921,119,913Individual acquisition3,4777,0198,84250,63851670,494Acquisition of subsidiary31749126-29523Transfer from (to) investmentproperty(100)----(100)Sale or disposal(6,222)(11,908)(12,524)(120)(64)(30,840)Exchange differences ontranslation of foreign operations(1,693)(4,707)(1,244)286(9)(7,368)Transfer from constructionin progress9,75618,11510,832(38,704)--Other620(1,812)(558)(440)(28)(2,219)As of March 31, 2017464,504468,327187,89126,7442,9351,150,402Individual acquisition1,9765,8255,73661,41930975,268Sale or disposal(6,070)(9,489)(11,990)(12)(346)(27,909)Exchange differences ontranslation of foreign operations(1,516)(510)(4,949)(427)16(7,389)Transfer from constructionin progress24,35223,60710,915(58,875)--Other565(1,586)112(303)(2,547)(3,759)As of March 31, 2018483,810486,174187,71628,5443671,186,613CostLand, buildingsand structuresMachinery,equipment andvehiclesTools, furnitureand fixturesConstructionin progressOtherTotalAs of March 31, 20174,369,3344,405,2951,767,387251,56627,61910,821,201Individual acquisition18,58754,79253,955577,7342,936708,004Sale or disposal(57,097)(89,257)(112,783)(112)(3,275)(262,524)Exchange differences ontranslation of foreign operations(14,260)(4,797)(46,552)(4,016)121(69,504)Transfer from constructionin progress229,065222,058102,671(553,794)--Other5,306(14,919)1,063(2,881)(23,937)(35,368)As of March 31, 20184,550,9354,573,1721,765,741268,4973,46411,161,809Millions of yenThousands of U.S. dollars (Note) Depreciation expense for Property, plant and equipment was included in Cost of sales and Selling, general and administrative expenses in the consolidated statement of comprehensive income. The carrying amount of property, plant and equipment includes the carrying amount of the following leased assets: 82 Accumulated Depreciation andAccumulated Impairment LossesLand, buildingsand structuresMachinery,equipment andvehiclesTools, furnitureand fixturesConstructionin progressOtherTotalAs of April 1, 2016(329,606)(387,615)(157,965)(105)(157)(875,449)Depreciation expense (Note)(8,090)(16,441)(13,154)-(21)(37,708)Impairment losses(78)(33)(74)(20)-(206)Acquisition of subsidiary(42)(42)(62)-(17)(165)Transfer to (from) investmentproperty84----84Sale or disposal5,88311,73512,2661052130,011Exchange differences ontranslation of foreign operations8873,8881,032-95,818Other2171,7584370(5)2,406As of March 31, 2017(330,744)(386,751)(157,520)(20)(170)(875,207)Depreciation expense (Note)(9,177)(19,289)(15,655)-(25)(44,148)Impairment losses(893)(167)(126)--(1,187)Sale or disposal5,4089,20011,701-326,314Exchange differences ontranslation of foreign operations312(153)4,119-(12)4,265Other(195)1,452(13)20151,278As of March 31, 2018(335,290)(395,709)(157,495)-(190)(888,685)Accumulated Depreciation andAccumulated Impairment LossesLand, buildingsand structuresMachinery,equipment andvehiclesTools, furnitureand fixturesConstructionin progressOtherTotalAs of March 31, 2017(3,111,127)(3,637,955)(1,481,704)(188)(1,619)(8,232,593)Depreciation expense (Note)(86,323)(181,441)(147,258)-(254)(415,276)Impairment losses(8,410)(1,570)(1,185)--(11,165)Sale or disposal50,87086,539110,064-48247,521Exchange differences ontranslation of foreign operations2,934(1,439)38,745-(122)40,118Other(1,833)13,648(131)18815012,022As of March 31, 2018(3,153,889)(3,722,218)(1,481,469)-(1,797)(8,359,373)Millions of yenThousands of U.S. dollarsCarrying AmountLand, buildingsand structuresMachinery,equipment andvehiclesTools, furnitureand fixturesConstructionin progressOtherTotalAs of April 1, 2016128,74173,95524,45214,9782,335244,463As of March 31, 2017133,75981,57530,37126,7232,764275,195As of March 31, 2018148,52090,46430,22028,544177297,927Carrying AmountLand, buildingsand structuresMachinery,equipment andvehiclesTools, furnitureand fixturesConstructionin progressOtherTotalAs of March 31, 20171,258,207767,340285,683251,37826,0002,588,608As of March 31, 20181,397,046850,954284,272268,4971,6672,802,436Millions of yenThousands of U.S. dollars (2) Impairment Losses Epson’s business assets are generally grouped by business segment under the Company’s management accounting system, and their cash flows are continuously monitored. Assets planned to be sold and idle assets are separately assessed for impairment on the individual asset level. Impairment losses recognised in the years ended March 31, 2017 and 2018, represent the losses related to idle assets that Epson has no plan to use in the future, and the carrying amounts were reduced to the recoverable amounts. They were recognised as Other operating expense in the consolidated statement of comprehensive income. The recoverable amounts of these assets are determined using their fair values less disposal cost, which were assessed on the basis of reasonable estimates such as a valuation by an external real estate appraiser. The valuation is made in accordance with the income approach using Level 3 inputs which include the future cash flow. 83 Leased AssetsLand, buildingsand structuresMachinery,equipment andvehiclesTools, furnitureand fixturesTotalAs of April 1, 20166318846298As of March 31, 20175717830267As of March 31, 201828219944526Leased AssetsLand, buildingsand structuresMachinery,equipment andvehiclesTools, furnitureand fixturesTotalAs of March 31, 20175361,6932822,511As of March 31, 20182,6631,8714134,947Thousands of U.S. dollarsMillions of yen 14. Intangible Assets The schedules of the cost, accumulated amortisation and accumulated impairment losses, and carrying amount of “Intangible assets” were as follows: 84 CostSoftwarePatent rightsProductdevelopmentassetsGoodwillOtherTotalAs of April 1, 201644,75616,5807,9802,5821,99473,894Individual acquisition4,957111,332-3256,627Acquisition of subsidiary4--2,1055942,704Sale or disposal(1,794)(0)--(7)(1,803)Exchange differences ontranslation of foreign operations(285)-(0)7417(194)Other1145910-11494As of March 31, 201747,65117,0509,3234,7612,93681,723Individual acquisition4,9330696-7056,336Sale or disposal(3,132)(3,240)(593)-(17)(6,983)Exchange differences ontranslation of foreign operations(180)-(9)203(10)3Other(489)-593-523626As of March 31, 201848,78213,80910,0104,9654,13881,706CostSoftwarePatent rightsProductdevelopmentassetsGoodwillOtherTotalAs of March 31, 2017448,226160,38087,69644,78427,627768,713Individual acquisition46,40206,546-6,65159,599Sale or disposal(29,461)(30,487)(5,578)-(159)(65,685)Exchange differences ontranslation of foreign operations(1,693)-(84)1,919(114)28Other(4,609)-5,578-4,9305,899As of March 31, 2018458,865129,89394,15846,70338,935768,554Millions of yenThousands of U.S. dollars (Note) Amortisation expense for Intangible assets was included in Cost of sales and Selling, general and administrative expenses in the consolidated statement of comprehensive income. 85 Accumulated Amortisation andAccumulated Impairment LossesSoftwarePatent rightsProductdevelopmentassetsGoodwillOtherTotalAs of April 1, 2016(33,132)(14,293)(6,484)-(1,805)(55,715)Amortisation expense (Note)(3,714)(739)(1,362)-(79)(5,896)Impairment losses(5)(1)(23)-(1)(32)Acquisition of subsidiary(2)----(2)Sale or disposal1,6880---1,689Exchange differences ontranslation of foreign operations209-0-7217Other40(459)--(10)(429)As of March 31, 2017(34,916)(15,493)(7,870)-(1,888)(60,169)Amortisation expense (Note)(4,116)(579)(936)-(202)(5,834)Impairment losses(292)-(603)-(0)(896)Sale or disposal3,1273,240593-166,978Exchange differences ontranslation of foreign operations122-8-62193Other60----60As of March 31, 2018(36,014)(12,832)(8,808)-(2,012)(59,668)Accumulated Amortisation andAccumulated Impairment LossesSoftwarePatent rightsProductdevelopmentassetsGoodwillOtherTotalAs of March 31, 2017(328,435)(145,734)(74,028)-(17,779)(565,976)Amortisation expense (Note)(38,706)(5,446)(8,795)-(1,930)(54,877)Impairment losses(2,746)-(5,682)-(0)(8,428)Sale or disposal29,41330,4775,578-17065,638Exchange differences ontranslation of foreign operations1,147-75-5931,815Other564----564As of March 31, 2018(338,763)(120,703)(82,852)-(18,946)(561,264)Millions of yenThousands of U.S. dollarsCarrying AmountSoftwarePatent rightsProductdevelopmentassetsGoodwillOtherTotalAs of April 1, 201611,6242,2861,4962,58218818,179As of March 31, 201712,7341,5561,4534,7611,04721,553As of March 31, 201812,7679771,2024,9652,12522,037Carrying AmountSoftwarePatent rightsProductdevelopmentassetsGoodwillOtherTotalAs of March 31, 2017119,79114,64613,66844,7849,848202,737As of March 31, 2018120,1029,19011,30646,70319,989207,290Thousands of U.S. dollarsMillions of yen 15. Finance Lease Transactions Epson leases host gas supply facilities for factory, computers and computer terminals as a lessee. The total of future minimum lease payments, future finance costs and their present value for leased assets recognised based on the finance lease contracts by maturity were as follows: Not later than 1 year Total of future minimum lease payments Future finance costs Present value Later than 1 year and not later than 5 years Total of future minimum lease payments Future finance costs Present value Later than 5 years Total of future minimum lease payments Future finance costs Present value Total Total of future minimum lease payments Future finance costs Present value Millions of yen March 31, 2017 2018 Thousands of U.S. dollars March 31, 2018 89 (2) 87 131 (2) 128 0 (0) 0 221 (5) 216 140 (3) 137 293 (4) 289 71 (0) 70 506 (8) 497 1,316 (39) 1,277 2,793 (47) 2,746 652 (0) 652 4,761 (86) 4,675 86 16. Operating Lease Transactions (1) Future Minimum Lease Payments under Non-cancellable Operating Leases The total of future minimum lease payments under non-cancellable operating leases was as follows: Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years Total Millions of yen March 31, 2017 5,581 9,989 903 16,474 2018 6,497 12,576 2,854 21,928 Thousands of U.S. dollars March 31, 2018 61,113 118,305 26,846 206,264 (2) Total of Minimum Lease Payments and Contingent Rents The total of minimum lease payments and contingent rents of operating lease contracts recognised as an expense was as follows: Millions of yen Year ended March 31, 2017 8,611 112 2018 9,203 118 Thousands of U.S. dollars Year ended March 31, 2018 86,567 1,109 Total of minimum lease payments Contingent rents 17. Investment Property (1) Schedule of Investment Property The schedule of the carrying amount of “Investment property” was as follows: Balance at the beginning of the year Transfer from (to) property, plant and equipment Depreciation expense Impairment losses Sale or disposal Exchange differences on translation of foreign operations Balance at the end of the year Breakdown of “Balance at the beginning of the year” Cost Accumulated depreciation and accumulated impairment losses Total Breakdown of “Balance at the end of the year” Cost Accumulated depreciation and accumulated impairment losses Total 87 Millions of yen Year ended March 31, 2017 1,967 15 (75) - (610) (8) 1,288 4,173 (2,205) 1,967 2,694 (1,405) 1,288 2018 1,288 - (10) (7) (34) (17) 1,219 2,694 (1,405) 1,288 2,568 (1,348) 1,219 Thousands of U.S. dollars Year ended March 31, 2018 12,115 - (94) (65) (331) (159) 11,466 25,331 (13,216) 12,115 24,145 (12,679) 11,466 (2) Fair Value The carrying amount and the fair value of “Investment property” were as follows: Millions of yen March 31, 2017 March 31, 2018 Thousands of U.S. dollars March 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Carrying Amount Fair Value Investment property 1,288 990 1,219 907 11,466 8,531 The fair value of Investment property is determined on the basis of a valuation conducted by an external real estate appraiser. The valuation is made in accordance with the income approach using Level 3 inputs which include the future cash flow. 18. Income Taxes (1) Deferred Tax Assets and Deferred Tax Liabilities The breakdown of “Deferred tax assets” and “Deferred tax liabilities” by major causes of their occurrence were as follows: Inter-company profits and write downs on inventories Carryforward of unused tax losses Fixed assets (Note 1) Net defined benefit liabilities Other Total deferred tax assets Undistributed profit Fixed assets (Note 1) Other Total deferred tax liabilities Net deferred tax assets (Note 2) Millions of yen March 31, 2017 2018 19,533 10,828 5,912 7,237 21,582 65,093 (13,590) (2,668) (3,705) (19,965) 45,128 19,487 10,784 6,413 6,113 20,428 63,226 (12,826) (3,058) (2,689) (18,574) 44,651 Thousands of U.S. dollars March 31, 2018 183,303 101,439 60,323 57,501 192,166 594,732 (120,647) (28,764) (25,304) (174,715) 420,017 (Note 1) “Fixed assets” include impairment losses and excess of depreciation of property, plant and equipment, intangible assets and investment property. (Note 2) The difference between the net amount of deferred tax assets recognised in the years ended March 31, 2017 and 2018, less the respective net amounts of deferred tax assets recognised directly in equity and in other comprehensive income, is mainly attributable to the impact of foreign exchange movements. Epson assesses its ability to utilise carryforward of unused tax losses in future periods based on the Mid-Range Business Plan and financial forecasts approved by the Board of Directors annually. This takes account of Epson’s medium and long-term strategy and financial plans and the expected future economic outlook. The ability to utilise carryforward of unused tax losses in future periods for recognising deferred tax assets also takes account of material tax adjusting items, the expected future taxable income and the period (if any) in which carryforward of unused tax losses might expire. Epson believes that the recognised deferred tax assets are probable and the tax benefits can be realised based on the prior taxable income and the expected future taxable income when the deferred tax assets can be recognised. 88 Epson does not recognise deferred tax assets for some carryforward of unused tax losses and some deductible temporary differences. Epson reduces the amount of the deferred tax assets to the extent that it is no longer probable that the tax benefits can be realised based on an individual analysis of each company’s condition as a result of assessing the recoverability of the deferred tax assets. The amounts of carryforward of unused tax losses, for which deferred tax assets have not been recognised, as of March 31, 2017 and 2018, were ¥57,903 million and ¥41,434 million ($389,746 thousand), respectively. The amounts of deductible temporary differences, for which deferred tax assets have not been recognised, as of March 31, 2017 and 2018, were ¥143,599 million and ¥95,935 million ($902,408 thousand), respectively. The deductible temporary differences are not expired under present tax laws. The expiration schedule of carryforward of unused tax losses was as follows: 1st year 2nd year 3rd year 4th year 5th year and thereafter Total Millions of yen March 31, 2017 - - - - 57,903 57,903 2018 - - 32,907 7,323 1,203 41,434 Thousands of U.S. dollars March 31, 2018 - - 309,548 68,883 11,315 389,746 Epson has no taxable temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not been recognised as of March 31, 2017 and 2018. (2) Tax Expense “Tax expense” recognised as an expense was as follows: Current tax expense Deferred tax expense Total Millions of yen Year ended March 31, 2017 (18,433) (27) (18,461) 2018 (20,984) 84 (20,899) Thousands of U.S. dollars Year ended March 31, 2018 (197,375) 790 (196,585) Deferred tax expense decreased by ¥1,791 million mainly due to the effect of changes in Japanese applicable tax rate for the year ended March 31, 2017. Deferred tax expense increased by ¥4,867 million ($45,781 thousand) mainly due to the effect of changes in the U.S. applicable tax rate for the year ended March 31, 2018. Deferred tax expense includes the benefit arising from a previously unrecognised tax loss, tax credit or temporary difference of a prior period, and expenses or benefits arising from write-downs of deferred tax assets or the reversal of previous write-downs of deferred tax assets. Due to these effects, the deferred tax expense decreased by ¥5,737 million and decreased by ¥4,854 million ($45,658 thousand) for the years ended March 31, 2017 and 2018, respectively. 89 (3) Reconciliation of the Effective Tax Rate The breakdown of major items that caused differences between the effective statutory tax rate and the actual tax rate was as follows. Epson is subject mainly to corporate tax, inhabitant tax, and enterprise tax, and the effective statutory tax rates calculated based on these taxes were 30.7% for the years ended March 31, 2017 and 2018. Foreign subsidiaries are subject to income tax at their locations. % Year ended March 31, 2017 30.7 (2.7) (0.3) (2.5) (2.6) 4.8 27.4 Year ended March 31, 2018 30.7 (5.5) 2.8 (5.9) 7.8 3.5 33.4 Effective statutory tax rate Different tax rates applied to foreign subsidiaries Expenses not deductible for tax purposes Reassessment of recoverability of deferred tax assets Changes in applicable tax rates Other Actual tax rate 19. Trade and Other Payables The breakdown of “Trade and other payables” was as follows: Notes and trade payables Other payables Total Millions of yen March 31, 2017 81,651 59,981 141,633 2018 81,459 73,299 154,759 Thousands of U.S. dollars March 31, 2018 766,240 689,493 1,455,733 Trade and other payables are classified as financial liabilities measured at amortised cost. 20. Bonds issued, Borrowings and Lease liabilities (1) Breakdown of Bonds issued, Borrowings and Lease liabilities The breakdown of “Bonds issued, borrowings and lease liabilities” was as follows: 90 Thousands ofU.S. dollarsMarch 31,201720182018Current borrowings16,11825,949244,0882.13-Current portion of non-currentborrowings50,000----Current portion of bonds issued(Note 2)9,9959,99594,017--Non-current borrowings49950,415474,2260.442027Bonds issued (Note 2)69,74279,707749,779--Lease liabilities2164974,6751.642018 to 2023  Total146,572166,5651,566,785Current liabilities76,20036,082339,403Non-current liabilities70,371130,4831,227,382  Total146,572166,5651,566,785Millions of yen%DueMarch 31,Average interestrate (Note 1) (Note 1) Average interest rates are the weighted average interest rates for the balances at the end of the reporting period. (Note 2) The summary of issuing conditions of the bonds issued was as follows: *The figures in parentheses represent the current portion of bonds issued. Bonds issued, borrowings and lease liabilities are classified as financial liabilities measured at amortised cost. There are no financial covenants on bonds issued and borrowings that have a significant impact on Epson’s financing activities. 91 Thousands ofU.S. dollarsMarch 31,20172018201810,000(10,000)10,00094,064(10,000)(94,064)The CompanyThe 12th Series unsecuredstraight bonds issued (withinter-bond pari passu clause)Jun 13, 20140.35NonJun 13, 201910,00010,00094,064The CompanyThe 13th Series unsecuredstraight bonds issued (withinter-bond pari passu clause)Sep 21, 20160.10NonSep 21, 202120,00020,000188,129The CompanyThe 14th Series unsecuredstraight bonds issued (withinter-bond pari passu clause)Sep 21, 20160.27NonSep 21, 202320,00020,000188,129The CompanyThe 15th Series unsecuredstraight bonds issued (withinter-bond pari passu clause)Sep 21, 20160.34NonSep 18, 202610,00010,00094,064The CompanyThe 16th Series unsecuredstraight bonds issued (withinter-bond pari passu clause)Sep 6, 20170.26NonSep 6, 2024-10,00094,064The CompanyThe 17th Series unsecuredstraight bonds issued (withinter-bond pari passu clause)Sep 6, 20170.36NonSep 6, 2027-10,00094,06480,00090,000846,578(10,000)(10,000)(94,064)Millions of yeninterestrateMarch 31,Maturity dateNon-CompanyName of bonds issuedIssue date%CollateralThe CompanyThe 11th Series unsecuredstraight bonds issued (withinter-bond pari passu clause)-The CompanyThe 9th Series unsecuredstraight bonds issued (withinter-bond pari passu clause)Sep 12, 20120.67Sep 12, 2017Sep 11, 20130.57Sep 11, 2018Non10,000 (2) Reconciliation of Liabilities arising from Financing Activities The schedule of “Liabilities arising from Financing Activities” was as follows: “Non-current borrowings” and “Bonds issued” in the tables above include their current portion. 92 FY2017: Year ended March 31, 2018Foreign exchangemovementOtherCurrent borrowings16,11811,590(1,760)-25,949Non-current borrowings50,499(91)-650,415Bonds issued79,7389,896-6889,703Lease liabilities216(106)4384497  Total146,57221,289(1,756)459166,565FY2017: Year ended March 31, 2018Foreign exchangemovementOtherCurrent borrowings151,613109,019(16,544)-244,088Non-current borrowings475,016(865)-75474,226Bonds issued750,05193,086-659843,796Lease liabilities2,031(997)373,6044,675  Total1,378,711200,243(16,507)4,3381,566,785Millions of yenThousands of U.S. dollarsAs of April 1,2017Changes fromcash flowsNon-cash changesAs of March 31,2018As of April 1,2017Changes fromcash flowsNon-cash changesAs of March 31,2018 21. Provisions The breakdown and the schedule of “Provisions” were as follows: 93 FY2016: Year ended March 31, 2017Provision for productwarrantiesProvision forrebatesAsset retirementobligationsProvision forloss onlitigationOtherprovisionsTotalAs of April 1, 201611,1859,0722,2111335,35827,960Arising during the year11,1039,3951,149214,46126,131Utilised(10,725)(9,072)(499)-(3,708)(24,005)Unused amounts reversed(460)-(320)-(171)(951)Exchange differences ontranslation of foreignoperations(203)(434)(16)(8)(281)(944)As of March 31, 201710,8998,9602,5241465,65828,190Current liabilities9,2958,96026263,67121,981Non-current liabilities1,604-2,4981191,9866,209  Total10,8998,9602,5241465,65828,190FY2017: Year ended March 31, 2018Provision for productwarrantiesProvision forrebatesAsset retirementobligationsProvision forloss onlitigationOtherprovisionsTotalAs of April 1, 201710,8998,9602,5241465,65828,190Arising during the year12,9759,9521,2361187,35231,635Utilised(10,392)(8,960)(43)(26)(4,542)(23,967)Unused amounts reversed(507)---(308)(816)Exchange differences ontranslation of foreignoperations(34)185223138315As of March 31, 201812,94010,1383,7192628,29735,358Current liabilities10,83010,138230815,12226,403Non-current liabilities2,110-3,4881803,1758,954  Total12,94010,1383,7192628,29735,358FY2017: Year ended March 31, 2018Provision for productwarrantiesProvision forrebatesAsset retirementobligationsProvision forloss onlitigationOtherprovisionsTotalAs of April 1, 2017102,52084,28123,7411,37353,252265,167Arising during the year122,03893,62211,6271,11969,166297,572Utilised(97,751)(84,281)(404)(244)(42,764)(225,444)Unused amounts reversed(4,769)---(2,906)(7,675)Exchange differences ontranslation of foreignoperations(319)1,740182161,3082,963As of March 31, 2018121,71995,36234,9822,46478,056332,583Current liabilities101,87295,3622,16376148,200248,358Non-current liabilities19,847-32,8191,70329,85684,225  Total121,71995,36234,9822,46478,056332,583Millions of yenMillions of yenThousands of U.S. dollars (1) Provision for product warranties Epson recognises provisions for estimated future warranty costs based on the rate of historical service contract expenses to sales. Other specific warranty provisions are made for those products where future warranty expenses can be specifically estimated. These expenditures are expected to be paid mainly after two years or more. (2) Provision for rebates Epson recognises provisions for rebates, related to sales made on or prior to the fiscal year end, that are paid to distributors or customers based on direct outcomes such as the sales performance. These expenditures are expected to be paid in the next fiscal year. (3) Asset retirement obligations Epson recognises provisions for retirement costs of property, plant and equipment for which Epson is required to bear, and which derive from the acquisition, construction, development or normal use of such assets to the amount that it is probable that Epson will pay in light of historical experience. These expenditures are expected to be paid mainly after five years or more. However, they may be affected by future business plans. (4) Provision for loss on litigation Epson recognises provisions for loss on litigation based on the estimated future compensation payment and litigation expenses which need to be provided at each fiscal year end. These expenditures are expected to be paid mainly after three years or more. 22. Other Liabilities The breakdown of “Other current liabilities” and “Other non-current liabilities” was as follows: Millions of yen March 31, 2017 28,948 25,543 24,847 27,175 106,514 102,992 3,521 106,514 2018 25,792 28,238 25,156 29,890 109,078 97,643 11,434 109,078 Thousands of U.S. dollars March 31, 2018 242,611 265,619 236,628 281,231 1,026,089 918,505 107,584 1,026,089 Accrued expense Accrued bonus to employees Accrued employee’s unused paid vacations Other Total Current liabilities Non-current liabilities Total 23. Post-employment Benefits The Company and some Japanese subsidiaries have the following defined benefit plans: defined benefit corporate pension plans and lump-sum severance plans. In addition, they also have defined contribution plans. Some overseas subsidiaries have defined benefit plans and defined contribution plans. Epson’s major defined benefit plans are administrated by the Corporate Pension Fund (the “Fund”) in accordance with the Defined-Benefit Corporate Pension Act (Act No. 50 of 2001). The benefits of defined benefit plans are determined based on conditions, such as years of service, the salary proportional method based on average employee salaries for services or final base salaries for retirement benefits and a funded method based on the points employees have earned for each year of service. The Fund has a Board of Representatives consisting of representatives of the Company and its Japanese subsidiaries and representatives of the plan participants in accordance with the rules of the Fund. The Board of Representatives is responsible for changes in the rules of the Fund, dismissal of the board members including members who execute operations related to the administration and investment of pension reserves for the Fund, and resolutions of the business report and the closing of account. 94 (1) Schedule of Defined Benefit Obligations The schedule of the defined benefit obligations was as follows: Balance at the beginning of the year Service cost Interest cost Remeasurement Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Past service cost and losses (gains) arising from settlements Exchange differences on translation of foreign operations Benefits paid Effects of business combinations and disposals Balance at the end of the year Millions of yen Year ended March 31, 2017 311,452 11,550 2,284 2018 308,935 10,267 2,832 Thousands of U.S. dollars Year ended March 31, 2018 2,905,982 96,576 26,639 1,341 20,932 196,895 (4,502) (17,455) (164,189) (290) (2,567) (10,358) 26 308,935 - 748 (9,343) - 316,917 - 7,045 (87,884) - 2,981,064 (2) Schedule of Plan Assets The schedule of the plan assets was as follows. Epson’s major defined benefit plans are regulated by maintaining a balance between the pension obligations and plan assets through reviewing the financial condition of the fund that affects future benefits. Epson plans to pay contributions of ¥7,870 million ($74,028 thousand) for the year ending March 31, 2019. Balance at the beginning of the year Interest income Remeasurement Return on plan assets Exchange differences on translation of foreign operations Contributions by the employer Contributions by plan participants Benefits paid Balance at the end of the year Millions of yen Year ended March 31, 2017 256,606 1,579 7,498 (1,974) 7,149 1,169 (8,375) 263,654 2018 263,654 2,064 8,725 1,123 6,992 1,167 (9,119) 274,607 Thousands of U.S. dollars Year ended March 31, 2018 2,480,048 19,415 82,071 10,574 65,769 10,977 (85,777) 2,583,077 95 (3) Schedule of Right to Reimbursement As Epson’s major defined benefit plans are corporate defined benefit pension plans, there are no contributions from third parties. (4) Effect of Asset Ceiling There was no effect from the asset ceiling. (5) Reconciliation of Defined Benefit Obligations and Plan Assets The reconciliation of the defined benefit obligations and plan assets to the net defined benefit liabilities or assets recognised in the consolidated statement of financial position were as follows: Funded defined benefit obligations Plan assets Subtotal Unfunded defined benefit obligations Net defined benefit liabilities or assets recognised in the consolidated statement of financial position Net defined benefit liabilities Net defined benefit assets Net defined benefit liabilities and assets recognised in the consolidated statement of financial position Millions of yen March 31, 2017 303,459 (263,654) 39,804 5,476 45,281 45,281 0 45,281 2018 311,041 (274,607) 36,433 5,876 42,309 42,321 (11) 42,309 Thousands of U.S. dollars March 31, 2018 2,925,782 (2,583,077) 342,705 55,282 397,987 398,090 (103) 397,987 (6) Breakdown of Plan Assets The breakdown of plan assets by major category was as follows. In plan assets, there are no transferable financial instruments, real estate held by Epson or other assets used by Epson. Millions of yen March 31, 2017 2018 Thousands of U.S. dollars March 31, 2018 Investments quoted in active markets Equity securities Bonds receivable Alternative investments (Note 1) Cash and deposits Other Total Investments unquoted in active markets Pooled funds (Equity securities) Pooled funds (Bonds receivable) General accounts of life insurance companies (Note 2) Alternative investments (Note 1) Other Total 16,319 6,795 2,990 3,477 3,223 32,806 33,011 57,939 102,648 36,840 408 230,848 96 17,338 4,543 3,306 3,924 3,592 32,705 30,827 57,927 111,373 41,297 475 241,902 163,089 42,733 31,097 36,910 33,809 307,638 289,972 544,887 1,047,624 388,458 4,498 2,275,439 (Note 1) Alternative investments are the investments through hedge funds, multi-asset funds, securitisation funds and other funds. (Note 2) A certain interest rate and principal for the general accounts of life insurance companies are guaranteed by life insurance companies. The investment strategy for Epson’s plan assets was as follows: Epson’s plan assets under defined benefit plans are managed in accordance with the rules of the Fund for securing stable returns in the medium and long-term in order to ensure the redemption of the defined benefit obligations. Epson sets a best qualified asset mix policy through performing pension ALM, which is combined management of assets and liabilities by an external agency to secure stable returns. Epson invests plan assets consistently with the asset mix policy which includes setting of the risk, target rate of return and composition ratio of plan assets by asset category. (7) Matters Related to Actuarial Assumptions The major item of actuarial assumptions was as follows: Discount rate 0.9 1.0 March 31, 2017 March 31, 2018 % The valuation of defined benefit obligations reflects judgments on uncertain future events. The sensitivities of defined benefit obligations due to changes of 1% in the discount rate as of March 31, 2018 were as follows. Each of these sensitivities assumes that other variables remain fixed. Negative figures show a decrease in the defined benefit obligations, while positive figures show an increase. Discount rate (1% increase) Discount rate (1% decrease) Millions of yen March 31, 2018 (47,533) 56,753 Thousands of U.S. dollars March 31, 2018 (447,116) 533,844 The weighted-average duration of the defined benefit obligations at March 31, 2018 was 15.8 years. (8) Defined Contribution Plans Expenses for the defined contribution plans were ¥18,781 million and ¥20,346 million ($191,383 thousand) for the years ended March 31, 2017 and 2018, respectively. 97 24. Equity and Other Equity Items (1) Share Capital and Capital Surplus (A) Shares Authorised The number of authorised shares as of March 31, 2017 and 2018 was 1,214,916,736 ordinary shares. (B) Shares Issued and Fully Paid The schedule of the number of issued shares and the amount of “Share capital” and “Capital surplus” was as follows: (Note) The shares issued by the Company are ordinary shares with no par value that have no restriction on any content of rights. (2) Treasury Shares The schedule of the number of treasury shares and the corresponding amount was as follows: (Note 1) Increase in the number of treasury shares during the year ended March 31, 2017 resulted from: the purchase by the resolution of the board of directors the purchase by BIP trust the purchase of odd shares 5,370,000 shares 180,000 shares 1,261 shares (Note 2) Decrease in the number of treasury shares during the year ended March 31, 2018 resulted from: the derivery to beneficiaries of BIP trust the purchase of odd shares (6,472) shares 954 shares (Note 3) The number of treasury shares as of March 31, 2017 included 180,000 shares held by BIP trust. (Note 4) The number of treasury shares as of March 31, 2018 included 173,528 shares held by BIP trust. 98 Number of ordinaryshares issued(Note)Share capitalCapital surplusShare capitalCapital surplusAs of April 1, 2016399,634,77853,20484,321Increase (decrease)--0As of March 31, 2017399,634,77853,20484,321500,460793,161Increase (decrease)--43-404As of March 31, 2018399,634,77853,20484,364500,460793,565Thousands of U.S. dollarsMillions of yena shareThousands ofU.S. dollarsNumber oftreasury sharesAmountAmountAs of April 1, 2016 41,860,396 20,471Increase (decrease) (Note1) 5,551,261   10,340As of March 31, 2017 (Note3) 47,411,657 30,812 289,831Increase (decrease) (Note2)   (5,518)   (8)   (85)As of March 31, 2018 (Note4) 47,406,139 30,803 289,746a shareMillions of yen (3) Other Components of Equity (A) Remeasurement of net defined benefit liabilities (assets) This comprises actuarial gains and losses in the present value of the defined benefit obligation and the return on plan assets excluding amounts included in net interest on the net defined benefit liabilities (assets). The amount is recognised as other comprehensive income and is transferred immediately from other components of equity to retained earnings. (B) Net gain (loss) on revaluation of financial assets measured at fair value through other comprehensive income This is the valuation difference in fair value of financial assets measured at fair value through other comprehensive income. (C) Exchange differences on translation of foreign operations This is a foreign currency translation difference that occurs when Epson consolidates financial statements of foreign operations prepared in foreign currencies. (D) Net changes in fair value of cash flow hedges Epson uses derivatives for hedging to avoid the risk of fluctuation in future cash flows. This is the effective portion of changes in fair value of derivative transactions designated as cash flow hedges. 25. Dividends Dividends paid were as follows: (Note) The amount of dividends includes dividends of ¥5 million corresponding to the Company’s shares held by BIP trust. (Note 1) The amount of dividends includes dividends of ¥5 million corresponding to the Company’s shares held by BIP trust. (Note 2) The amount of dividends includes dividends of ¥5 million corresponding to the Company’s shares held by BIP trust. (Note 1) The amount of dividends includes dividends of $52 thousand corresponding to the Company’s shares held by BIP trust. (Note 2) The amount of dividends includes dividends of $52 thousand corresponding to the Company’s shares held by BIP trust. 99 FY2016: Year ended March 31, 2017Millions of yenYen(Resolution)Total dividendsDividendsper shareClass of sharesBasis dateEffective date30March 31, 2016June 29, 2016Board of Directors Meeting(October 27, 2016)Ordinary shares(Note) 10,572Annual Shareholders Meeting(June 28, 2016)Ordinary shares10,73330September 30,2016November 30,2016FY2017: Year ended March 31, 2018Millions of yenYen(Resolution)Total dividendsDividendsper shareMarch 31, 2017June 29, 2017Class of sharesBasis dateEffective dateBoard of Directors Meeting(October 26, 2017)Ordinary shares(Note2) 10,57230Annual Shareholders Meeting(June 28, 2017)Ordinary shares(Note1) 10,57230September 30,2017November 30,2017FY2017: Year ended March 31, 2018Thousands of U.S.dollarsU.S. dollars(Resolution)Total dividendsDividendsper shareSeptember 30,2017November 30,2017Board of Directors Meeting(October 26, 2017)Ordinary shares(Note2) 99,4450.28Annual Shareholders Meeting(June 28, 2017)Ordinary shares(Note1) 99,4450.28Class of sharesBasis dateEffective dateMarch 31, 2017June 29, 2017 Dividends, whose effective dates fall on in the next year, were as follows: (Note) The amount of dividends includes dividends of ¥5 million corresponding to the Company’s shares held by BIP trust. (Note) The amount of dividends includes dividends of ¥5 million corresponding to the Company’s shares held by BIP trust. (Note) The amount of dividends includes dividends of $47 thousand corresponding to the Company’s shares held by BIP trust. 26. Revenue The breakdown of “Revenue” was as follows: Sale of goods Royalty income Other Total Millions of yen Year ended March 31, 2017 1,012,810 4,174 7,871 1,024,856 2018 1,087,151 4,255 10,709 1,102,116 Thousands of U.S. dollars Year ended March 31, 2018 10,226,234 40,024 100,744 10,367,002 100 FY2016: Year ended March 31, 2017Millions of yenYen(Resolution)Total dividendsDividendsper share(Note) 10,57230Class of sharesBasis dateEffective dateAnnual Shareholders Meeting(June 28, 2017)March 31, 2017June 29, 2017Ordinary sharesFY2017: Year ended March 31, 2018Millions of yenYen(Resolution)Total dividendsDividendsper shareAnnual Shareholders Meeting(June 27, 2018)Ordinary shares(Note) 11,27632March 31, 2018June 28, 2018Class of sharesBasis dateEffective dateFY2017: Year ended March 31, 2018Thousands of U.S.dollarsU.S. dollars(Resolution)Total dividendsDividendsper shareJune 28, 2018Annual Shareholders Meeting(June 27, 2018)Ordinary shares(Note) 106,0670.30March 31, 2018Class of sharesBasis dateEffective date 27. Selling, General and Administrative Expenses The breakdown of “Selling, general and administrative expenses” was as follows: Millions of yen Year ended March 31, 2017 (95,939) (52,735) (29,361) (21,053) (19,291) (16,097) (65,687) (300,167) 2018 (103,354) (50,336) (33,742) (21,886) (19,468) (18,599) (78,674) (326,062) Thousands of U.S. dollars Year ended March 31, 2018 (972,194) (473,483) (317,392) (205,869) (183,124) (174,950) (740,074) (3,067,086) Employee benefit expense Research and development expense Promotion expense Advertising expense Service contract expense Transportation expense Other Total 28. Employee Benefit Expenses The employee benefit expenses included in the consolidated statement of comprehensive income were as follows: Salaries and wages Legal welfare expense Welfare expense Expenses of post-employment benefits Expense for defined contribution plans Expense for defined benefit plans Total Millions of yen Year ended March 31, 2017 (203,531) (18,401) (10,372) (18,781) (1,140) (252,227) 2018 (216,443) (20,617) (11,160) (20,346) (5,726) (274,294) Thousands of U.S. dollars Year ended March 31, 2018 (2,035,960) (193,932) (104,976) (191,383) (53,882) (2,580,133) The above table does not include Termination benefits. The amounts related to Termination benefits are stated in “30. Other Operating Expense.” 29. Other Operating Income The breakdown of “Other operating income” was as follows: Insurance income Foreign exchange gain Other Total Millions of yen Year ended March 31, 2017 2018 210 1,258 3,952 5,421 101 1,684 - 3,175 4,860 Thousands of U.S. dollars Year ended March 31, 2018 15,840 - 29,875 45,715 30. Other Operating Expense The breakdown of “Other operating expense” was as follows: Foreign exchange loss Termination benefits Impairment loss Other Total Millions of yen Year ended March 31, 2017 - (398) (239) (2,698) (3,335) 2018 (6,182) (3,322) (2,091) (3,046) (14,643) 31. Finance Income and Finance Costs The breakdowns of “Finance income” and “Finance costs” were as follows: Finance Income Interest income Dividend income Other Total Finance Costs Foreign exchange loss (Note) Interest expense Employee benefit expense Other Total Millions of yen Year ended March 31, 2017 2018 1,007 364 11 1,383 947 327 2 1,277 Millions of yen Year ended March 31, 2017 2018 (301) (826) (704) (25) (1,858) (1,662) (1,243) (768) (17) (3,691) Thousands of U.S. dollars Year ended March 31, 2018 (58,150) (31,248) (19,668) (28,673) (137,739) Thousands of U.S. dollars Year ended March 31, 2018 8,919 3,075 18 12,012 Thousands of U.S. dollars Year ended March 31, 2018 (15,644) (11,692) (7,224) (159) (34,719) (Note) The increase or decrease in the fair value of currency derivatives is included in the foreign exchange gain (loss). 102 32. Discontinued Operations As of April 1, 2010, Epson transferred a part of its business and some assets in the field of small- and medium-sized liquid crystal displays to Sony Corporation and Sony Mobile Display Corporation and terminated the production operation at the end of December, 2010. The profit and loss related to allegations concerning a LCD price-fixing cartel was classified into “Discontinued operations.” (1) Reportable Segments Small- and medium-sized liquid crystal displays business: Other (2) The analysis of profit and loss of discontinued operations Millions of yen Year ended March 31, 2017 2018 Selling, general and administrative expenses Other operating expense Loss from operating activities Loss before tax Loss from discontinued operations (16) (565) (582) (582) (582) - - - - - (3) The analysis of cash flow of discontinued operations Net cash from (used in) operating activities Total Millions of yen Year ended March 31, 2017 2018 (14) (14) (564) (564) Thousands of U.S. dollars Year ended March 31, 2018 - - - - - Thousands of U.S. dollars Year ended March 31, 2018 (5,305) (5,305) 103 33. Other Comprehensive Income The amount arising during the year, reclassification adjustments to profit or loss and tax effects for each component of “Other comprehensive income” were as follows: 104 FY2016: Year ended March 31, 2017Amount arisingReclassificationadjustmentsBefore taxeffectsTax effectsNet oftax effectsRemeasurement of net defined benefit liabilities (assets)9,959-9,95982610,785Net gain (loss) on revaluation of financial assets measured atFVTOCI (Note)2,768-2,768(548)2,219Exchange differences on translation of foreign operations(5,477)-(5,477)-(5,477)Net changes in fair value of cash flow hedges1,726(1,658)67(20)47Share of other comprehensive income of investmentsaccounted for using the equity method(20)-(20)-(20) Total8,956(1,658)7,2972577,555 (Note) FVTOCI: Fair Value Through Other Comprehensive IncomeFY2017: Year ended March 31, 2018Amount arisingReclassificationadjustmentsBefore taxeffectsTax effectsNet oftax effectsRemeasurement of net defined benefit liabilities (assets)5,248-5,248(250)4,998Net gain (loss) on revaluation of financial assets measured atFVTOCI (Note)(557)-(557)186(371)Exchange differences on translation of foreign operations(5,266)-(5,266)-(5,266)Net changes in fair value of cash flow hedges(3,836)4,477640(196)444Share of other comprehensive income of investmentsaccounted for using the equity method13-13-13 Total(4,398)4,47778(260)(182) (Note) FVTOCI: Fair Value Through Other Comprehensive IncomeFY2017: Year ended March 31, 2018Amount arisingReclassificationadjustmentsBefore taxeffectsTax effectsNet oftax effectsRemeasurement of net defined benefit liabilities (assets)49,365-49,365(2,352)47,013Net gain (loss) on revaluation of financial assets measured atFVTOCI (Note)(5,249)-(5,249)1,750(3,499)Exchange differences on translation of foreign operations(49,534)-(49,534)-(49,534)Net changes in fair value of cash flow hedges(36,092)42,1126,020(1,844)4,176Share of other comprehensive income of investmentsaccounted for using the equity method122-122-122 Total(41,388)42,112724(2,446)(1,722) (Note) FVTOCI: Fair Value Through Other Comprehensive IncomeMillions of yenMillions of yenThousands of U.S. dollars 34. Earnings per Share (1) Basis of calculating basic earnings per share (A) Profit attributable to ordinary shareholders of the parent company Profit from continuing operations attributable to owners of the parent company Loss from discontinued operations attributable to owners of the parent company Profit used for calculation of basic earnings per share Millions of yen Year ended March 31, 2017 2018 Thousands of U.S. dollars Year ended March 31, 2018 48,903 41,836 393,528 (582) - - 48,320 41,836 393,528 (B) Weighted-average number of ordinary shares outstanding during the period Thousands of shares Year ended March 31, 2017 Year ended March 31, 2018 Weighted-average number of ordinary shares outstanding 353,160 352,228 105 (2) Basis of calculating diluted earnings per share (A) Profit attributable to ordinary shareholders of the parent company Millions of yen Year ended March 31, 2017 2018 Thousands of U.S. dollars Year ended March 31, 2018 48,903 41,836 393,528 Profit from continuing operations attributable to owners of the parent company Adjustments - - - Profit from continuing operations attributable to owners of the parent company used for calculation of diluted earnings per share Loss from discontinued operations attributable to owners of the parent company Adjustments Loss from discontinued operations attributable to owners of the parent company used for calculation of diluted earnings per share Profit attributable to owners of the parent company 48,903 41,836 393,528 (582) - (582) - - - - - - 48,320 41,836 393,528 Adjustments - - - Profit used for calculation of diluted earnings per share 48,320 41,836 393,528 (B) Weighted-average number of ordinary shares outstanding during the period Weighted-average number of ordinary shares outstanding Effect of dilutive potential ordinary shares BIP trust for eligible officers Weighted-average number of ordinary shares diluted Thousands of shares Year ended March 31, 2017 Year ended March 31, 2018 353,160 352,228 20 353,181 69 352,297 (Note) For the purpose of calculation of basic earnings per share and diluted earnings per share, the shares of the Company held by BIP trust are accounted as treasury shares and the number of those shares are deducted from weighted-average number of ordinary shares outstanding during the period. 106 35. Share-based Payment (1) Summary of Performance-Linked Stock Compensation Plan The Company has employed a framework referred to as BIP (Board Incentive Plan) trust as performance-linked equity-settled share-based payment plan for the Company’s directors and executive officers who have been engaged by the Company (collectively referred to hereafter as “Eligible Officers,” and excluding outside directors and persons such as Audit and Supervisory Committee members who are not directly engaged in the operations of the Company, and persons residing outside Japan). The plan is intended to heighten directors’ sense of shared interest with shareholders and to show a commitment to sustaining growth and increasing corporate value over the medium and long-term. The Eligible Officers are awarded a specific number of points each year based on their position and other factors (1 point = 1 share). Such points fluctuate depending on the levels of achievement of the medium and long-term operating performance targets of Epson. The vesting condition is basically for the Eligible Officers to render services for three years to a vesting date after a grant date of points. (2) Number of Granted Points and Weighted Average Fair Value The fair values of granted points at the grant date are measured based on observable market prices. Moreover, the expected dividends are incorporated into the measurement of fair values. The number of granted points and weighted average fair value at the grant date were as follows: Number of granted points Weighted average fair value at the grant date Year ended March 31, 2017 41,954 ¥1,754 2018 42,808 ¥2,313 Year ended March 31, 2018 - $22 (3) Stock Compensation Expenses The total expenses recognised from the performance-linked stock compensation plan were ¥12 million and ¥54 million ($507 thousand) for the years ended March 31, 2017 and 2018, respectively. 107 36. Financial Instruments (1) Capital Management Epson selects the most effective fund management method focusing on the preservation of funds in view of safeness and flexibility. In addition, Epson obtains financing from bank loans and bonds issued. Epson has a policy not to transact derivatives for speculation purposes, but for avoiding the risks stated below. Epson manages net interest-bearing debt, where cash and cash equivalents are deducted from interest-bearing debt, and capital (equity attributable to owners of the parent company). The amounts were as follows: Interest-bearing debt Cash and cash equivalents Net interest-bearing debt Capital (equity attributable to owners of the parent company) Millions of yen March 31, 2017 146,572 (221,782) (75,209) 492,196 2018 166,565 (229,678) (63,112) 512,727 Thousands of U.S. dollars March 31, 2018 1,566,785 (2,160,455) (593,670) 4,822,942 Epson monitors financial indicators in order to maintain a well-balanced capital structure that ensures an appropriate return on equity and a sound and flexible financial condition for future investment. Epson monitors credit ratings for financial soundness and flexibility, and ROE (return on equity) for profitability, while focusing on changes in the domestic and overseas environment. (2) Financial Risk Management Epson is exposed to financial risks (credit risks, liquidity risks, foreign exchange risks, interest rate risks, and market price fluctuation risks) in the process of its business activities; and it manages risks based on a specific policy in order to avoid or reduce said risks. The results of risk management are regularly reported by the financial and general accounting department to the Executive Committee of the Company. Epson’s policy limits derivatives to transactions for the purpose of mitigating risks from transactions based on actual demand. Therefore, Epson does not transact derivatives for speculation purposes or trading purposes. (3) Credit Risk Receivables, such as notes and trade receivables, resulting from the operating activities of Epson are exposed to customer credit risks. Epson holds mainly bonds receivable as investments of surplus funds and equity securities of customers and suppliers to strengthen relationships with them; those securities are exposed to the issuers’ credit risks. In addition, through derivative transactions that Epson conducts in order to hedge foreign exchange fluctuation risks and interest rate fluctuation risks, Epson is exposed to the credit risks of the financial institutions which are counterparties to these transactions. In principle, Epson sets credit lines or transaction conditions with respect to trade receivables for counterparties based on Epson’s Credit Control Regulation in order to prevent credit risks relating to counterparties. In addition, the receivable balances of counterparties are monitored in order to mitigate the credit risks. The financial and general accounting department of the Company regularly monitors the status of the occurrence and collection of bad debts, and reports them to the Executive Committee of the Company. There is no over-concentrated credit risk for a single customer. With regard to the investment of cash surpluses and derivatives, Epson invests in bonds receivable and other financial instruments with a certain credit rating and transacts with financial institutions with a high credit rating in principle in order to prevent credit risks based on Epson’s Capital Management Regulation. In addition, the financial and general accounting department of the Company regularly monitors the performances of these transactions and reports the results to the Executive Committee of the Company. 108 The analysis of the aging of “Trade and other receivables” and “Other Financial Assets” that are past due but not impaired as of March 31, 2018 was as follows. It includes amounts considered recoverable by credit insurance and collateral. Within 30 days Over 30 days, within 60 days Over 60 days, within 90 days Over 90 days Total Millions of yen March 31, 2018 5,697 970 146 247 7,061 Thousands of U.S. dollars March 31, 2018 53,598 9,124 1,373 2,323 66,418 Epson uses an allowance account for credit losses to record impairment losses on the uncollectible amounts of individually significant trade receivables at the end of the reporting period and to record impairment losses on trade receivables that are not individually significant at an amount based on the historical loan loss ratio at the end of the reporting period. The allowance account for credit losses against the financial assets is included in “Trade and other receivables” and “Other Financial Assets” in the consolidated statement of financial position. The schedule of the allowance account for credit losses of “Trade and other receivables” and “Other Financial Assets” was as follows: Balance as of April 1 Addition (Note) Decrease (utilised) Decrease (reversal) Other Balance as of March 31 Millions of yen March 31, 2017 2018 1,479 401 (355) (11) (28) 1,485 1,485 602 (494) (85) (21) 1,486 Thousands of U.S. dollars March 31, 2018 13,968 5,651 (4,646) (799) (197) 13,977 (Note) “Trade and other receivables” and “Other Financial Assets” for which impairment was recognised individually at March 31, 2017 and 2018 were ¥33 million and ¥32 million ($301 thousand), respectively; and their corresponding allowance account for credit losses were ¥33 million and ¥32 million ($301 thousand), respectively. 109 (4) Liquidity Risk Epson raises funds by borrowings and bonds issued; however, these liabilities are exposed to the liquidity risk that it would not be able to repay liabilities on the due date due to the deterioration of the financing environment. Epson establishes a financing plan based on the annual business plan and the financial and general accounting department of the Company regularly monitors and collects information on the balance of liquidity-in-hand and interest-bearing debt and reports it to the Executive Committee of the Company. In addition, Epson manages liquidity risks with the balance of liquidity-in-hand maintained at a proper level by working out the financing plan on a timely basis, and by taking into consideration the financial environment. The financial liability balance (including derivative financial instruments) by maturity was as follows: 110 FY2016: As of March 31, 2017CarryingamountContractualcash flowDue within1 yearDue after 1year through 2 yearsDue after 2years through3 yearsDue after 3years through4 yearsDue after 4years through 5 yearsDue after5 years Trade and other payables141,633141,633141,633----- Borrowings66,61866,61866,118---500- Bonds issued79,73880,00010,00010,00010,000-20,00030,000 Lease obligations2162218969381840 Other1,7921,7922066942106841,282 Total289,998290,265218,04710,13810,08112520,58831,282Derivative financial liabilities Foreign exchange forward contract1,1121,1121,112----- Total1,1121,1121,112-----FY2017: As of March 31, 2018CarryingamountContractualcash flowDue within1 yearDue after 1year through 2 yearsDue after 2years through3 yearsDue after 3years through4 yearsDue after 4years through 5 yearsDue after5 years Trade and other payables154,759154,759154,759----- Borrowings76,36476,44925,949-14,00050018,00018,000 Bonds issued89,70390,00010,00010,000-20,000-50,000 Lease obligations49750614011088623371 Other1,6421,64229108915811,397 Total322,968323,357190,87910,21814,09720,57718,11469,469Derivative financial liabilities Foreign exchange forward contract171171171----- Total171171171-----FY2017: As of March 31, 2018CarryingamountContractualcash flowDue within1 yearDue after 1year through 2 yearsDue after 2years through3 yearsDue after 3years through4 yearsDue after 4years through 5 yearsDue after5 years Trade and other payables1,455,7331,455,7331,455,733----- Borrowings718,314719,113244,088-131,6904,703169,316169,316 Bonds issued843,796846,57894,06494,064-188,129-470,321 Lease obligations4,6754,7641,3161,034827583310694 Other15,45415,4543241,0178514176213,125 Total3,037,9723,041,6421,795,52596,115132,602193,556170,388653,456Derivative financial liabilities Foreign exchange forward contract1,6081,6081,608----- Total1,6081,6081,608-----Non-derivative financial liabilitiesMillions of yenNon-derivative financial liabilitiesMillions of yenNon-derivative financial liabilitiesThousands of U.S. dollars (5) Foreign Exchange Risk Epson operates businesses globally and, therefore, is mainly exposed to the following risks due to foreign exchange fluctuation: (A) The risk that the profit or loss and cash flow in each functional currency of Epson is influenced by foreign exchange fluctuation as a result of external transactions and intergroup transactions, including the payment and receipt of dividends, in currencies that are different from each functional currency of Epson. (B) The risk that the equity of Epson is influenced by foreign exchange fluctuation when equity denominated in each functional currency of Epson is translated into Japanese yen and consolidated. (C) The risk that the profit or loss of Epson is influenced by foreign exchange fluctuation when profit or loss denominated in each functional currency of Epson is translated into Japanese yen and consolidated. Epson hedges against risk (A) using derivatives or foreign currency-denominated interest-bearing debt when future cash flow is projected or when receivables and payables are fixed. As a rule, the net of foreign currency-denominated operating receivables and payables is hedged mainly using forward foreign exchange contracts. Epson does not hedge against risks (B) and (C), in principle. In order to mitigate risks mentioned above resulting from the foreign exchange fluctuation, in accordance with Epson’s Foreign Exchange Management Regulation, Epson establishes a foreign currency hedge policy based on the current conditions and forecast of the foreign exchange market, implements the aforementioned hedges under the supervision of the Foreign Exchange Management Committee of the Company. The financial and general accounting department of the Company regularly reports the performances to the Executive Committee of the Company. The breakdown of currency derivatives was follows: (Note) Cash flow hedge is applied, and derivative transactions are measured at fair value in the consolidated statement of financial position. 111 Derivative transactions to which hedge accounting is not appliedContractamountOver oneyearFair valueContractamountOver oneyearFair valueContractamountOver oneyearFair valueForeign exchange forward contractBuying6,456-(9)305-22,868-18Selling31,577-(345)35,078-480329,979-4,524Non-Deliverable ForwardSelling3,761-(163)3,345-(71)31,464-(667) Total41,794-(519)38,730-412364,311-3,875Derivative transactions to which hedge accounting is appliedContractamountOver oneyearFair valueContractamountOver oneyearFair valueContractamountOver oneyearFair value(Note)Foreign exchange forward contractSelling31,171-11334,371-538323,319-5,070Non-Deliverable ForwardSelling7,231-(256)7,799-(42)73,360-(395) Total38,402-(143)42,171-495396,679-4,675201720182018Millions of yenThousands of U.S. dollarsMarch 31,March 31,201720182018Millions of yenThousands of U.S. dollarsMarch 31,March 31, Foreign Exchange Sensitivity Analysis In cases where each currency other than the functional currency that denominates the financial instruments held by Epson as of March 31, 2018 increases by 10% in value against the functional currency, the impact on profit before tax in the consolidated statement of comprehensive income was as follows. The impact from the translation of functional currency-denominated financial instruments, and assets, liabilities, income and expenses of foreign operations into Japanese yen is not included. Also, it is based on the assumption that currencies other than the currencies used for the calculation do not fluctuate. Millions of yen March 31, 2018 Thousands of U.S. dollars March 31, 2018 Profit before tax 1,443 13,573 (6) Interest Rate Risk Epson’s interest rate risk arises from cash equivalents and interest-bearing debt. Borrowings and bonds issued with floating rates are subject to the effects of changes in future cash flows caused by the fluctuation of market interest rates; while, borrowings and bonds issued with fixed rates are subject to the effects of changes in the fair value caused by the fluctuation of market interest rates. In response to the fluctuation of market interest rates, Epson reduces the interest rate risk by implementing an interest rate swap and adjusting appropriate proportion of financing between floating rates and fixed rates. In accordance with Epson’s Capital Management Regulation, the interest rate swap is approved by the finance officer of the Company. Interest Rate Sensitivity Analysis In cases where the interest rate of financial instruments held by Epson as of March 31, 2018 increases by 100bp, the impact on profit before tax in the consolidated statement of comprehensive income was as follows: The analysis included financial instruments affected by interest rate fluctuation and based on the assumption that other factors, including the impacts of foreign exchange fluctuation, were constant. Millions of yen March 31, 2018 Thousands of U.S. dollars March 31, 2018 Profit before tax 1,053 9,904 (7) Market Price Fluctuation Risk With respect to equity securities, Epson regularly assesses the fair value and financial conditions of the issuers, and reviews the portfolio held by taking into account the relationship with counterparty entities in accordance with Epson’s Securities Operation Regulation. Epson intends to hold equity instruments not for short-term trading but for long-term investment. Therefore, Epson does not sell the instruments actively. The equity price fluctuation risks are calculated based on the price of equity instruments at the fiscal year end. In cases where the equity price changes by 5% in value, the impact on other comprehensive income before tax effects as of March 31, 2018 was ¥762 million ($7,167 thousand) due to the changes in the fair value. 112 (8) Fair Value of Financial Instruments (A) Fair value measurement The fair values of financial assets and liabilities are determined as follows: (Derivatives) The fair values are calculated based on prices obtained from financial institutions. (Equity securities and bonds receivable) When market values for equity securities and bonds receivable are available, such values are used as the fair values. The fair values of the equity securities and bonds receivable whose market values are unavailable are measured by using the discounted cash flow method, price comparison method based on the prices of similar types of securities and bonds and other valuation methods. (Borrowings) Current borrowings are measured at their carrying amounts, because they are settled on a short-term basis and the fair values approximate their carrying amounts. For non-current borrowings with floating rates, it is assumed that the fair value is equal to the carrying amounts, because the rates are affected in the short term by fluctuations in market interest rates, and because Epson’s credit status has not greatly changed since they were implemented. The fair values of non-current borrowings with fixed rates are calculated by the total sum of the principal and interest discounted by using the interest rates that would be applied if similar new borrowings were conducted. (Bonds issued) The fair values are calculated based on prices obtained from financial institutions. (Lease obligations) The fair values are calculated based on the present value of the total amount discounted by the interest rate corresponding to the period to maturity and the credit risk per each lease obligation classified per certain period. (Other) Other financial instruments are settled mainly on a short-term basis, and the fair values approximate the carrying amounts. 113 (B) Fair value hierarchy The fair value hierarchy of financial instruments is categorised from Level 1 to Level 3 as follows: Level 1: Fair value measured at quoted prices in active markets for identical assets or liabilities Level 2: Fair value calculated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly Level 3: Fair value calculated using valuation techniques including unobservable inputs for the assets and liabilities Epson does not have any financial instruments for which there is significant measurement uncertainty and subjectivity which needs to subdivide each level stated above for disclosure. The transfers between levels in the fair value hierarchy are deemed to have occurred at the end of the reporting period. (i) Financial instruments measured at amortised cost The carrying amounts and the fair value hierarchy of financial instruments measured at amortised cost were as follows. The fair values of financial instruments that are not listed on the tables below approximate the carrying amounts. “Borrowings” and “Bonds issued” in the tables above include their current portion. There were no transfers of financial instruments between Level 1 and Level 2 of the fair value hierarchy during each reporting period. 114 FY2016: As of March 31, 2017Level 1Level 2Level 3TotalFinancial liabilities measured atamortised cost Borrowings66,618-66,674-66,674 Bonds issued79,738-79,838-79,838Total146,356-146,512-146,512FY2017: As of March 31, 2018Level 1Level 2Level 3TotalFinancial liabilities measured atamortised cost Borrowings76,364-76,936-76,936 Bonds issued89,703-89,944-89,944Total166,067-166,880-166,880FY2017: As of March 31, 2018Level 1Level 2Level 3TotalFinancial liabilities measured atamortised cost Borrowings718,314-723,694-723,694 Bonds issued843,796-846,053-846,053Total1,562,110-1,569,747-1,569,747Millions of yenCarryingamountFair value Thousands of U.S. dollarsCarryingamountFair value CarryingamountFair value Millions of yen (ii) Financial instruments measured at fair value The fair value hierarchy of financial instruments measured at fair value was as follows: There were no transfers of financial instruments between Level 1 and Level 2 of the fair value hierarchy during each reporting period. 115 FY2016: As of March 31, 2017Level 1Level 2Level 3TotalFinancial assets measured atfair value Derivative financial assets-449-449 Equity securities13,310-2,49815,809Total13,3104492,49816,258Financial liabilities measured atfair valueDerivative financial liabilities-1,112-1,112Total-1,112-1,112FY2017: As of March 31, 2018Level 1Level 2Level 3TotalFinancial assets measured atfair value Derivative financial assets-1,080-1,080 Equity securities12,713-2,52815,242Total12,7131,0802,52816,322Financial liabilities measured atfair valueDerivative financial liabilities-171-171Total-171-171FY2017: As of March 31, 2018Level 1Level 2Level 3TotalFinancial assets measured atfair value Derivative financial assets-10,158-10,158 Equity securities119,584-23,779143,363Total119,58410,15823,779153,521Financial liabilities measured atfair valueDerivative financial liabilities-1,608-1,608Total-1,608-1,608Thousands of U.S. dollarsFair value Fair value Millions of yenFair value Millions of yen The movement of financial instruments categorised within Level 3 of the fair value hierarchy was as follows: Millions of yen Year ended March 31, 2017 2,054 2018 2,498 550 (54) (51) 2,498 29 (0) - 2,528 Thousands of U.S. dollars Year ended March 31, 2018 23,497 282 (0) - 23,779 Balance as of April 1 Gains and losses Other comprehensive income Sales Other Balance as of March 31 37. Principal Subsidiaries The content of principal subsidiaries is stated in “Additional Information 1. Principal subsidiaries and affiliates.” 38. Related Parties Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated in consolidation and are not disclosed in this note. There were no significant transactions between the Company, its subsidiaries and other related parties. The remuneration for directors and other members of key management personnel was as follows: Short-term remuneration Stock compensation Total Millions of yen Year ended March 31, 2017 2018 475 6 481 419 25 445 Thousands of U.S. dollars Year ended March 31, 2018 3,950 235 4,185 (Note) The Company has introduced an officers’ shareholding association system to link compensation more closely to shareholders’ value. The acquisition of the Company’s shares accounts for a portion of the short-term remuneration. 39. Commitments Commitments for the acquisition of assets after the fiscal year end were as follows: Acquisition of property, plant and equipment Acquisition of intangible assets Total Millions of yen March 31, 2017 25,994 613 26,608 2018 37,262 2,203 39,465 Thousands of U.S. dollars March 31, 2018 350,503 20,722 371,225 116 40. Contingencies Material litigation In general, litigation has uncertainties and it is difficult to make reliable estimate for the possibility of an outflow of resources embodying economic benefits and to estimate the financial effect. Provisions are not recognised either if an outflow of resources embodying economic benefits is not probable or to estimate the financial effect is not practicable. Epson had the following material actions. (1) The liquid crystal display price-fixing cartel The Company is currently under investigation by a certain anti-monopoly-related authority, regarding allegations of involvement in a liquid crystal display price-fixing cartel. (2) The civil action on copyright fee of ink-jet printers In June 2010, Epson Europe B.V. (“EEB”), a consolidated subsidiary of the Company, brought a civil suit against La SCRL Reprobel (“Reprobel”), a Belgium-based group that collects copyright royalties, seeking restitution for copyright royalties for multifunction printers. After that, Reprobel also brought a civil suit against EEB. As a result, these two lawsuits were adjoined. EEB’s claims were rejected at the first trial, but EEB, dissatisfied with the decision, intends to appeal. 41. Subsequent Events No material subsequent events were identified. 42. Approval of Consolidated Financial Statements The consolidated financial statements were approved by Minoru Usui (President and Representative Director) and Tatsuaki Seki (Director and General Administrative Manager, Management Control Division) on June 27, 2018. 117 Report of Independent Auditors 118 Additional Information 1. Principal subsidiaries and affiliates Company name Location Paid-in capital or amount invested Main business Ownership percentage of voting rights (%) Relationship between parent company and subsidiary (Consolidated subsidiaries) Epson Sales Japan Corporation * Epson Direct Corporation Miyazaki Epson Corporation Shinjuku-ku, Tokyo 4,000 (million JPY) Printing solutions, Visual communications, Wearable & Industrial products 100.0 Sales of the Company’s products, Interlocking directors, Financial assistance, Rental of assets Matsumoto-shi, Nagano 150 (million JPY) Printing solutions 100.0 (100.0) Sales of PCs, etc., Rental of assets Miyazaki-shi, Miyazaki 100 (million JPY) Wearable & Industrial products 100.0 Manufacture of crystal devices Tohoku Epson Corporation Sakata-shi, Yamagata 100 (million JPY) Printing solutions, Wearable & Industrial products Akita Epson Corporation Yuzawa-shi, Akita 80 (million JPY) Printing solutions, Wearable & Industrial products Epson Atmix Corporation Hachinohe-shi, Aomori 450 (million JPY) Wearable & Industrial products 100.0 100.0 Manufacture of printer components and semiconductors, Financial assistance Manufacture of printer components, watch movements and sensing equipment, Financial assistance 100.0 Manufacture and sales of metal powders, etc., Rental and borrowing of assets U.S. Epson, Inc. * Long Beach, U.S.A. 126,941 (thousand USD) Holding company 100.0 Holding company in Americas, Interlocking directors Regional headquarters in Americas, Sales of printers, 3LCD projectors and factory automation products, etc., Interlocking directors Sales of electronic devices 100.0 (100.0) 100.0 (100.0) 100.0 (100.0) Manufacture of printer consumables Epson America, Inc. * Long Beach, U.S.A. 40,000 (thousand USD) Regional headquarters, Printing solutions, Visual communications, Wearable & Industrial products Epson Electronics America, Inc. Epson Portland Inc. San Jose, U.S.A. Portland, U.S.A. 10,000 (thousand USD) Wearable & Industrial products 31,150 (thousand USD) Printing solutions 119 Company name Location Paid-in capital or amount invested Main business Ownership percentage of voting rights (%) Relationship between parent company and subsidiary Epson Europe B.V. * Amsterdam, the Netherlands 95,000 (thousand EUR) Regional headquarters, Printing solutions, Visual communications Epson (U.K.) Ltd. Hemel Hempstead, UK 1,600 (thousand GBP) Printing solutions, Visual communications Epson Deutschland GmbH Dusseldorf, Germany 5,200 (thousand EUR) Printing solutions, Visual communications, Wearable & Industrial products 100.0 Regional headquarters in Europe, Sales of printers and 3LCD projectors, etc., Interlocking directors 100.0 (100.0) Sales of printers and 3LCD projectors, etc., Guaranty of liabilities 100.0 (100.0) Sales of printers, 3LCD projectors and factory automation products, etc. 2,000 (thousand EUR) Wearable & Industrial products 100.0 (100.0) Sales of electronic devices, Interlocking directors Epson Europe Electronics GmbH Epson France S.A.S. Epson Italia S.p.A. For.Tex S.r.l. Munich, Germany Levallois- Perret, France Milan, Italy Como, Italy 4,000 (thousand EUR) 3,000 (thousand EUR) 80 (thousand EUR) Printing solutions, Visual communications Printing solutions, Visual communications Printing solutions Printing solutions, Visual communications Epson Iberica, S.A.U. Cerdanyola, Spain 1,900 (thousand EUR) Epson Telford Ltd. Fratelli Robustelli S.r.l. Telford, UK Como, Italy 8,000 (thousand GBP) Printing solutions 90 (thousand EUR) Printing solutions Epson (China) Co., Ltd. * Beijing, China 1,211 (million CNY) Epson Singapore Pte. Ltd. Singapore 200 (thousand SGD) Regional headquarters, Printing solutions, Visual communications, Wearable & Industrial products Regional headquarters, Printing solutions, Visual communications, Wearable & Industrial products Epson Korea Co., Ltd. Seoul, Korea 1,466 (million KRW) Printing solutions, Visual communications 120 100.0 (100.0) Sales of printers and 3LCD projectors, etc. 100.0 (100.0) Sales of printers and 3LCD projectors, etc. 100.0 (100.0) Sales, etc. of printer consumables 100.0 (100.0) Sales of printers and 3LCD projectors, etc. 100.0 (100.0) Manufacture of printer consumables, Interlocking directors 100.0 (100.0) Manufacture, etc. of printers, Interlocking directors 100.0 100.0 Regional headquarters in China, Sales of printers, 3LCD projectors and factory automation products, etc., Interlocking directors Regional headquarters in Asia-Pacific, Sales of printers, 3LCD projectors and electronic devices, etc., Interlocking directors 100.0 Sales of printers and 3LCD projectors, etc. Company name Location Paid-in capital or amount invested Main business Ownership percentage of voting rights (%) Relationship between parent company and subsidiary Printing solutions, Visual communications, Wearable & Industrial products Printing solutions, Visual communications, Wearable & Industrial products Printing solutions, Visual communications Printing solutions, Visual communications Printing solutions, Visual communications Printing solutions, Visual communications Printing solutions, Visual communications Printing solutions, Visual communications Printing solutions, Visual communications, Wearable & Industrial products Epson Hong Kong Ltd. Hong Kong, China 2,000 (thousand HKD) Epson Taiwan Technology & Trading Ltd. Taipei, Taiwan 25,000 (thousand TWD) P.T. Epson Indonesia Jakarta, Indonesia 918,000 (thousand IDR) Epson (Thailand) Co., Ltd. Bangkok, Thailand 103,000 (thousand THB) Epson Philippines Corporation Pasig, Philippines 50,000 (thousand PHP) Epson Australia Pty. Ltd. North Ryde, Australia 1,000 (thousand AUD) Epson India Pvt. Ltd. Bangalore, India 108,628 (thousand INR) Hong Kong, China 81,602 (thousand USD) Shenzhen, China 56,641 (thousand USD) Epson Precision (Hong Kong) Ltd. * Epson Engineering (Shenzhen) Ltd. * Epson Precision (Shenzhen) Ltd. Orient Watch (Shenzhen) Ltd. Tianjin Epson Co., Ltd. Shenzhen, China Shenzhen, China Tianjin, China 100.0 100.0 Sales of printers, 3LCD projectors, watch movements, factory automation products and electronic devices, etc. Sales of printers, 3LCD projectors, factory automation products and electronic devices, etc., Interlocking directors 100.0 (100.0) Sales of printers and 3LCD projectors, etc. 100.0 (100.0) Sales of printers and 3LCD projectors, etc. 100.0 (100.0) Sales of printers and 3LCD projectors, etc. 100.0 Sales of printers and 3LCD projectors, etc., Interlocking directors 100.0 (100.0) Sales of printers and 3LCD projectors, etc., Interlocking directors 100.0 Management of components of printers and 3LCD projectors, etc. used for contract services 100.0 (100.0) Manufacture of printers, 3LCD projectors and factory automation products, etc. 100.0 (100.0) Manufacture of watches, etc., Interlocking directors 25,000 (thousand USD) Wearable & Industrial products 37,748 (thousand CNY) Wearable & Industrial products 100.0 (100.0) Manufacture of watches, etc. 172,083 (thousand CNY) Printing solutions 80.0 (80.0) Manufacture of printer consumables, etc., Interlocking directors 121 Company name Location Paid-in capital or amount invested Main business Ownership percentage of voting rights (%) Relationship between parent company and subsidiary 100.0 Manufacture of semiconductors, and surface finishing 71,700 (thousand SGD) Wearable & Industrial products 7,000 (thousand USD) Printing solutions 100.0 (100.0) Manufacture of printer consumables 23,000 (thousand USD Printing solutions 100.0 Manufacture of printers, Interlocking directors Singapore Batam, Indonesia Bekasi, Indonesia Singapore Epson Industrial Pte. Ltd. P.T. Epson Batam P.T. Indonesia Epson Industry * Epson Precision (Thailand) Ltd. * Chachoengsao, Thailand 3,250,000 (thousand THB) Wearable & Industrial products 100.0 Manufacture of crystal devices, Interlocking directors Epson Precision (Philippines), Inc. * Lipa, Philippines 157,533 (thousand USD) Printing solutions, Visual communications 100.0 Manufacture of printers and 3LCD projectors Epson Precision Malaysia Sdn. Bhd. Kuala Lumpur, Malaysia 16,000 (thousand MYR) Wearable & Industrial products 100.0 Manufacture of crystal devices, Interlocking directors Epson Precision (Johor) Sdn. Bhd. Johor, Malaysia 22,800 (thousand MYR) Wearable & Industrial products 100.0 (100.0) Manufacture of watch components 42 other companies – – – – – (Equity method affiliates) Two companies Notes 1. Ownership percentage of voting rights indicated inside parentheses refers to indirect ownership percentage. 2. * indicates a specified subsidiary (tokutei-kogaisha). 3. The revenue (excluding revenues among consolidated subsidiaries) of Epson Sales Japan Corporation and Epson America, Inc. each amounts to more than 10% of the consolidated revenue. Key information on the operations of these subsidiaries is as follows. Company name Revenue Profit before tax Profit for the period Total equity Total assets (Millions of yen) Epson Sales Japan Corporation 186,349 2,451 Epson America, Inc. 309,154 12,359 1,408 7,123 16,385 71,952 44,462 135,124 Figures for Epson America, Inc. are included in consolidated business results. 122 2. Distribution of ownership among shareholders Category Government and Japanese Japanese regional public financial securities bodies institutions companies Other Japanese corporations Foreign institutions and Japanese others individuals Total Institutions Individuals and others Shares less than one unit (Shares) Share ownership (100 shares per unit) As of March 31, 2018 Number of shareholders (Persons) Number of shares owned (Units) Percentage of shares owned (%) – 89 57 350 540 25 41,823 42,884 – – 1,442,043 130,678 545,655 675,517 185 1,201,078 3,995,156 119,178 – 36.10 3.27 13.66 16.91 0.00 30.06 100.00 – Notes 1. 47,232,611 shares of treasury stock are included as 472,326 units under “Japanese individuals and others” and 11 shares under “Shares less than one unit.” Treasury shares do not include the Company’s shares (173,528 shares) owned by the officer compensation BIP trust. 2. Six units in the name of Japan Securities Depository Center, Inc. are included under “Other Japanese corporations.” 123 3. Major shareholders Name Address Number of shares held (Shares) Shareholding ratio (%) As of March 31, 2018 The Master Trust Bank of Japan, Ltd. (Trust account) Japan Trustee Services Bank, Ltd. (Trust account) Sanko Kigyo Kabushiki Kaisha Seiko Holdings Corporation 11-3, Hamamatsu-cho 2-chome, Minato-ku, Tokyo 8-11, Harumi 1-chome, Chuo-ku, Tokyo 6-1, Ginza 5-chome, Chuo-ku, Tokyo 5-11, Ginza 4-chome, Chuo-ku, Tokyo Yasuo Hattori Minato-ku, Tokyo Noboru Hattori Minato-ku, Tokyo The Dai-ichi Life Insurance Company, Limited (Standing proxy: Trust & Custody Services Bank, Ltd.) Mizuho Trust & Banking Co., Ltd., Retirement benefit trust, Mizuho Bank, Ltd. account, Beneficiary of the re-trust, Trust & Custody Services Bank, Ltd. Seiko Epson Corporation Employees’ Shareholding Association Trust & Custody Services Bank, Ltd. (Securities investment trust account) 13-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo (Harumi Island Triton Square Office Tower Z, 8-12, Harumi 1-chome, Chuo-ku, Tokyo) Harumi Island Triton Square Office Tower Z, 8-12, Harumi 1-chome, Chuo-ku, Tokyo 3-5, Owa 3-chome, Suwa-shi, Nagano Harumi Island Triton Square Office Tower Z, 8-12, Harumi 1-chome, Chuo-ku, Tokyo 49,052,300 13.91 25,593,700 20,000,000 12,000,000 11,932,612 11,199,936 7.26 5.67 3.40 3.38 3.17 8,736,000 2.47 8,153,800 2.31 7,229,567 2.05 6,308,800 1.79 Total – 160,206,715 45.46 Notes 1. Although the Company holds 47,232,611 shares of treasury stock, the Company is excluded from the above list of major shareholders. (The ratio of the treasury shares held by the Company to the total number of shares outstanding is 11.81%.) Treasury shares do not include the Company’s shares (173,528 shares) owned by the officer compensation BIP trust. 2. The shares held by Mizuho Trust & Banking Co., Ltd., Retirement benefit trust, Mizuho Bank, Ltd. account, Beneficiary of the re-trust, Trust & Custody Services Bank, Ltd., were contributed by Mizuho Bank, Ltd. to the trust assets of the Retirement benefit trust. 3. Mr. Noboru Hattori passed away on August 10, 2017. As the name change procedure has not been completed as of March 31, 2018, the name on the shareholder register is presented. 124 4. Sumitomo Mitsui Trust Bank, Limited and its joint holders submitted a Report of Possession of Large Volume to the Director of the Kanto Local Finance Bureau as of August 21, 2017, claiming that they hold the Company’s shares as follows as of August 15, 2017. However, we have not been able to confirm the number of shares they held at the end of the fiscal year under review. Therefore, they are not included in the above major shareholders. Name Address Sumitomo Mitsui Trust Bank, Limited Sumitomo Mitsui Trust Asset Management Co., Ltd. Nikko Asset Management Co., Ltd. 4-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo 33-1, Shiba 3-chome, Minato-ku, Tokyo 7-1, Akasaka 9-chome, Minato-ku, Tokyo Total – Number of shares held (Shares) Shareholding ratio (%) 8,216,000 676,600 13,081,800 21,974,400 2.06 0.17 3.27 5.50 5. Mizuho Bank, Ltd. and its joint holders submitted a Report of Possession of Large Volume to the Director of the Kanto Local Finance Bureau as of August 22, 2017, claiming that they hold the Company’s shares as follows as of August 15, 2017. However, we have not been able to confirm the number of shares they held at the end of the fiscal year under review. Therefore, they are not included in the above major shareholders. Name Address Mizuho Bank, Ltd. Mizuho Securities Co., Ltd. Mizuho Trust & Banking Co., Ltd. Asset Management One Co., Ltd. 5-5, Otemachi 1-chome, Chiyoda-ku, Tokyo 5-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 2-1, Yaesu 1-chome, Chuo-ku, Tokyo 8-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo Total – Number of shares held (Shares) Shareholding ratio (%) 13,894,000 581,300 400,000 16,323,266 31,198,566 3.48 0.15 0.10 4.08 7.81 6. Mitsubishi UFJ Financial Group, Inc. and its joint holders submitted a Report of Possession of Large Volume to the Director of the Kanto Local Finance Bureau as of September 19, 2017, claiming that they hold the Company’s shares as follows as of September 11, 2017. However, we have not been able to confirm the number of shares they held at the end of the fiscal year under review. Therefore, they are not included in the above major shareholders. Name Address Mitsubishi UFJ Trust and Banking Corporation Mitsubishi UFJ Kokusai Asset Management Co., Ltd. 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo 12-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo Total – Number of shares held (Shares) Shareholding ratio (%) 11,142,600 6,620,200 17,762,800 2.79 1.66 4.44 125 7. Nomura Securities Co., Ltd. and its joint holders submitted a Report of Possession of Large Volume to the Director of the Kanto Local Finance Bureau as of October 5, 2017, claiming that they hold the Company’s shares as follows as of September 29, 2017. However, we have not been able to confirm the number of shares they held at the end of the fiscal year under review. Therefore, they are not included in the above major shareholders. Name Address Nomura Securities Co., Ltd. NOMURA INTERNATIONAL PLC Nomura Asset Management Co., Ltd. Total 9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 1 Angel Lane, London EC4R 3AB, United Kingdom 12-1, Nihonbashi 1-chome, Chuo-ku, Tokyo – Number of shares held (Shares) Shareholding ratio (%) -261,250 -0.07 798,590 28,044,800 28,582,140 0.20 7.02 7.15 126 4. Officer and employee stock ownership plans The Company has introduced a transparent & fair performance-linked stock compensation plan (hereinafter referred to as the “Plan”) for the Company’s directors and executive officers who have been engaged by the Company (hereinafter collectively referred to as the “Eligible Officers,” and excluding outside directors and persons such as Audit and Supervisory Committee members who are not directly engaged in the operations of the Company, and persons residing outside Japan). The Plan is intended to heighten directors’ sense of shared interest with shareholders and to show a commitment to sustaining growth and increasing corporate value over the mid- to long-term. (1) Summary of the Plan The Plan has employed a framework referred to as the officer compensation BIP trust. The BIP trust is an incentive plan for officers modeled on the U.S. Performance Share and Restricted Stock systems. The Plan provides the officers with Epson’s own shares, which will be acquired through the BIP trust based on the levels of achievement of operating performance targets. f o t n e m e r i t e r d n a r e f s n a r t s i t a r G ) 7 ( s t e s s a l a u d i s e r f o y r e v i l e D ) 8 ( s e r a h s l a u d i s e r Trustor Epson s t s o c f o t n e m y a P ) 3 ( s d n e d i v i D ) 4 ( i d s e r a h s n o s p E ) 3 ( Trustee t n e m h s i l b a t s e t s u r T ) 2 ( e r a h s f o t n e m h s i l b a t s E ) 1 ( s n o i t a l u g e r y r e v i l e d (6) Delivery of Epson shares and cash benefits (3) Epson shares Mitsubishi UFJ Trust and Banking Corp. (Joint trustee: The Master Trust Bank of Japan, Ltd.) Stock market BIP trust Beneficiaries The Eligible Officers (3) Payment of costs (5) Instruction not to exercise voting rights Trust administrator 1) Epson will establish share delivery regulations related to the content of the Plan. 2) In accordance with the trust agreement, Epson contributes funds on the trustee’s behalf within the scope of approval by resolution at the General Meeting of Shareholders and establishes a trust with beneficiaries who are the Officers who satisfy the beneficiary requirements (hereinafter referred to as the “Trust”). 3) According to the trust administrator’s instructions, the Trust uses funds contributed as in 2) above as the source of funds to acquire Epson shares from Epson (disposal of treasury shares) or in the stock market. 4) The allocation of surplus funds for the Epson shares within the Trust for the Epson shares is handled in the same manner as for other Epson shares, and is appropriated for necessary expenses for the Plan. 5) Throughout the trust period, voting rights are not to be exercised on Epson shares within the Trust. 6) During the trust period, the Eligible Officers are awarded a specific number of points each year based on their position and other factors, in accordance with the share delivery regulations established in 1) above. Such points fluctuate depending on the levels of achievement of the mid- to long-term operating performance targets of Epson. Furthermore, Epson shares, which correspond to a certain proportion of such points, will be delivered to the Eligible Officers, in principle, after the lapse of three years following the awarding of points. As regards 127 Epson shares corresponding to the remaining portion of points, the Eligible Officers will receive cash equivalent to the amounts obtained through the conversion of such shares into cash within the Trust as prescribed in the trust agreement. 7) If residual shares remain in the Trust at the expiry of the trust period in the event that operating performance targets are not met during the trust period, Epson may continue to use the Trust by amending the trust agreement and making additional contribution. Otherwise, Epson will acquire such residual shares, through gratis transfer, and retire them by resolution of the Board of Directors. 8) Upon the termination of the Trust, residual assets remaining after allocation to beneficiaries are to be attributed to Epson within the scope of trust expense reserve after subtracting funds for acquiring shares from the trust money. The portion exceeding the trust expense reserve is planned to be donated to organization(s) having no interests with Epson and any of its officers. Note: The Trustor may continue the Plan by contributing additional money as funds for acquiring its own shares for the Trust within the scope of the funds for acquiring shares, of which the amount is subject to approval by resolution at the General Meeting of Shareholders. (2) Overview of the trust agreement 1) Type of Trust 2) Purpose of the Trust 3) Trustor 4) Trustee 5) Beneficiaries 6) Trust administrator 7) Date of trust agreement 8) Trust period 9) Plan launch date 10) Exercise of voting rights 11) Class of shares to be acquired 12) Amount of initial trust money 13) Maximum amount of trust money 14) Method of acquiring shares 15) Period for acquiring shares 16) Vested rightholder 17) Residual assets Monetary trust other than a designated individually operated monetary trust (third party benefit trust) Provide incentives to the Eligible Officers Epson Mitsubishi UFJ Trust and Banking Corporation (Joint trustee: The Master Trust Bank of Japan, Ltd.) The Eligible Officers who meet the beneficiary requirements A third-party specialist without relationship with Epson August 2, 2016 August 2, 2016 through August 31, 2019 (planned) October 1, 2016 Voting rights not to be exercised Common stock of Epson 320 million yen (including trust fees and expenses) 500 million yen (including trust fees and expenses) Acquisition in the stock market August 4, 2016 through August 31, 2016 Epson Residual assets that Epson may receive as the vested rightholder shall be within the scope of trust expense reserve after subtracting funds for acquiring shares from the trust money. (3) Content of trust/stock related business 1) Trust-related business 2) Stock-related business Mitsubishi UFJ Trust and Banking Corporation and The Master Trust Bank of Japan, Ltd. handle the trust-related business as trustees of the BIP Trust. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. handles the business related to the delivery of Epson shares to the beneficiaries in accordance with a business consignment agreement. (4) Total number or total amount of shares to be acquired by the Eligible Officers 180,000 shares (5) Scope of beneficiaries and persons entitled to other rights under the Plan The Eligible Officers who meet the beneficiary requirements 128 5. Epson stock price (1) High and low stock prices for the previous five years Year Fiscal year 72nd year March 2014 73rd year March 2015 74th year March 2016 75th year March 2017 76th year March 2018 High (¥) Low (¥) 3,390 795 5,970 □2,333 2,752 □2,120 2,357 1,492 2,657 1,543 2,976 1,810 Notes 1. High and low stock prices noted above are based on Tokyo Stock Exchange (First Section) data. 2. The □ mark indicates the highest and lowest ex-rights prices after a stock split (the 2-for-1 stock split implemented on April 1, 2015). (2) High and low stock prices for the previous six months Month October 2017 November December January 2018 February March High (¥) Low (¥) Note 2,948 2,639 2,799 2,577 2,775 2,616 2,810 2,606 2,479 1,991 2,075 1,810 High and low stock prices noted above are based on Tokyo Stock Exchange (First Section) data. 129 6. Corporate data and investor information (1) Company name Seiko Epson Corporation (2) Founded (3) Head office May 1942 3-5, Owa 3-chome, Suwa, Nagano 392-8502, Japan Tel: +81-266-52-3131 (main) (4) Tokyo office JR Shinjuku Miraina Tower, 4-1-6 Shinjuku, Tokyo 160-8801, Japan Tel: +81 3-5368-0700 (main) (5) Investor information Closing of accounts Regular general shareholders’ meeting Date for confirmation to shareholders of March 31 June the cash dividend payment date March 31 Date for confirmation to shareholders of the interim cash dividend payment date September 30 Transfer agent Mitsubishi UFJ Trust and Banking Corporation 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo Agent’s business address Stock Transfer Agency Department Mitsubishi UFJ Trust and Banking Corporation 1-1, Nikkocho, Fuchu, Tokyo, Japan Tel: +81-42-204-0303 http://www.tr.mufg.jp/english/ Intermediary offices Head Office and Branches of Mitsubishi UFJ Trust and Banking Corporation Posting of public notices Public notices will be posted electronically. In the event of accidents or other circumstances preventing the electronic posting of information, such information will be made available through the Nihon Keizai Shimbun newspaper (Japanese) Web address http://www.pronexus.co.jp/koukoku/6724/6724.html (Japanese) 130 3-3-5 Owa, Suwa, Nagano 392-8502, Japan TEL: +81-266-52-3131 https://global.epson.com

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