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Page 1: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

ANNUAL REPORT 2012For the year ended March 31 2012

n Topcon studies the possibilities of ldquolightrdquo creates new values toward the

future and contributes to build a rich human society

n Topcon will maintain a proactive and responsive attitude by foreseeing

any changes and place the utmost priority on compliance under all

circumstances thereby continually striving to be a trustworthy partner to all

stakeholders

n Topcon will do its utmost to improve quality in all stages from development

and design to manufacturing sales and service supply products of the

highest quality and develop our customers businesses

n Topcon will build relationships of mutual trust and partnership with sales

agents and other business partners and mutually develop business through

information sharing and close cooperation

n Topcon will implement two-way communication with employees and

will respect diverse individualities values and the sprit of creation and

innovation and maximize the employeesrsquo skills

n Topcon as a member of the global and local community will respect global

standards concerning human rights the environment labor standards and

anti-corruption measures and contribute to building sustainable markets

n Topcon will appropriately disclose information to shareholders in a timely

manner work to build a relationship of trust with them and continually strive

to improve our corporate value

01

Ever since its establishment in 1932 the Topcon Group has maintained optical technology as its core tech-

nology and has now merged this field with digital technology to develop a wide range of businesses The

Companyrsquos optical technology spanning a wide range of wavelengths from electron beams to infrared rays

is our major strength

Furthermore from early on we have sought customers from many regions and have thus cultivated markets

in such areas as the United States and Europe As a result we are currently implementing a global manage-

ment system with development production and sales centers in countries throughout the world

The Topcon Group aims to create new value and by extension contribute to mankind by differentiating itself

from its rivals through the provision of the worldrsquos top as well as attractive products faster than anyone else

01

PROFILE

CONTENTS

Profile

01Special Feature 2TopconrsquosTechnologicalProwess

18

Special Feature 1Mid-term Business Plan

14DirectorsCorporateAuditorsand ExecutiveOfficers

34

CSR

32

CorporateGovernance

30

Topconrsquos Business Fields

02At a Glance(For the year ended March 31 2012)

20FinancialSection

35

TopconrsquosStrengthA Wide Rangeof Wavelengths

04Positioning(Smart InfrastructureCompanyPositioningCompany)

22CorporateProfile

47

ConsolidatedFinancialHighlights

06Eye Care(Eye Care Company)

24StockInformation

47

To OurStakeholders

08History ofTopcon

26Japanese andOverseas GroupCompanies

48

Interview withthe President

10Global Network

28

SurveyingTopconrsquos total stations are widely used in the global market We offer a lineup of products suited for various applications includ-ing imaging stations equipped with CCDs and capable of perform-ing image measurements and high precision total stations that can monitor large structures In addition we recently launched total stations equipped with the worldrsquos first TSshield user sup-port system which provides highly reliable customer support

Construction and Civil EngineeringOur machine control systems efficiently improve time savings and dramatically increase productivity of a wide variety of construction machinery on con-struction sites worldwide

Precision AgricultureBy applying Topconrsquos machine control technology to the global agricultural mar-ketplace the automation of agricultural machinery and the incorporation of infor-mation technology is improving any size farm operation Agricultural machines equipped with Topconrsquos innovative sys-temsmdashfrom crop monitoring to applica-tion control and from field guidance to land levelingmdashincrease yield while mini-mizing environmental impact

Machine Control 3D-MC mmGPS

Plant Nutrition Sensor CropSpecMobile Mapping System IP-S2 Lite

Robotic Total Station PS Series

TSshieldMobile 3D MeasurementBy simply mounting our sensor of Mobile Mapping System unit on a vehicle and driv-ing you can collect surrounding 3D posi-tional information and 360 degree images to create 3D virtual space using our worldrsquos first image processing technology

Ophthalmic InstrumentsAll over the world we supply diagnostic instruments that enable the observation and measurement of all parts of the eye including the cornea the crystalline lens and the retina In particular we maintain the top global market share for ophthalmic data management systems Moreover we are expanding our business to include not only diagnostic instruments but also instruments used in treatment and operating rooms such as laser photocoagulators and operation microscopes

Treatment

Ophthalmic IT SolutionsExamination

Instruments for eyeglasses shopsWe provide all types of vision-testing instrument and lens edgers used at eyeglasses shops Topconrsquos vision tester an instrument containing lenses for refraction of eye and other such devices are highly regarded not only in Japan but around the world

Ophthalmic Laser PhotocoagulatorPASCALreg

Compu VisionCV-5000S

Optical Coherence Tomography3D OCT Series

IMAGEnetTM

LED Chip Defect Inspection SystemVi-SW200C

Spectroradiometer SR-LED

LED-relatedIn LED-related fields we supply domes-tic and foreign LED chip manufacturers with spectroradiometers used for con-trolling the quality of LED lights LCD panel backlights and automotive head-lights The equipment controls lumi-nance and chromaticity levels color temperature characteristics and color rendering properties We also supply defect inspection equipment special-ized for use on LED chips

02

TOPCONrsquoS BUSINESS FIELDS

The Topcon Group provides many attractive products based on our unparalleled optical and cutting-edge digital technologies

A world leader in high-precision GPS and automated machine controlThe Positioning Company (formerly part of the Positioning Business Unit) is expanding exist-ing markets and developing new markets for automated construction machine control and precision agriculture through the integration of new technologies including machine con-trol image processing and GPS

A top three surveying instruments manufacturerThe Smart Infrastructure Company (formerly part of the Positioning Business Unit) has been Topconrsquos largest business segment since its establishment providing surveying instruments based on the opto-mechatronics technologies for measuring positions with distances and angles Utilizing laser and image processing technologies we provide various prod-ucts for high-precision measurement as a pioneer in the global market In the field of mobile 3D measure-ment our business is expanding into a wide range of applications including utilization of base mapping of ITS (Intelligent Transport Systems)

POSITIONINGCOMPANY

SMARTINFRA-STRUCTURECOMPANY

SurveyingTopconrsquos total stations are widely used in the global market We offer a lineup of products suited for various applications includ-ing imaging stations equipped with CCDs and capable of perform-ing image measurements and high precision total stations that can monitor large structures In addition we recently launched total stations equipped with the worldrsquos first TSshield user sup-port system which provides highly reliable customer support

Construction and Civil EngineeringOur machine control systems efficiently improve time savings and dramatically increase productivity of a wide variety of construction machinery on con-struction sites worldwide

Precision AgricultureBy applying Topconrsquos machine control technology to the global agricultural mar-ketplace the automation of agricultural machinery and the incorporation of infor-mation technology is improving any size farm operation Agricultural machines equipped with Topconrsquos innovative sys-temsmdashfrom crop monitoring to applica-tion control and from field guidance to land levelingmdashincrease yield while mini-mizing environmental impact

Machine Control 3D-MC mmGPS

Plant Nutrition Sensor CropSpecMobile Mapping System IP-S2 Lite

Robotic Total Station PS Series

TSshieldMobile 3D MeasurementBy simply mounting our sensor of Mobile Mapping System unit on a vehicle and driv-ing you can collect surrounding 3D posi-tional information and 360 degree images to create 3D virtual space using our worldrsquos first image processing technology

Ophthalmic InstrumentsAll over the world we supply diagnostic instruments that enable the observation and measurement of all parts of the eye including the cornea the crystalline lens and the retina In particular we maintain the top global market share for ophthalmic data management systems Moreover we are expanding our business to include not only diagnostic instruments but also instruments used in treatment and operating rooms such as laser photocoagulators and operation microscopes

Treatment

Ophthalmic IT SolutionsExamination

Instruments for eyeglasses shopsWe provide all types of vision-testing instrument and lens edgers used at eyeglasses shops Topconrsquos vision tester an instrument containing lenses for refraction of eye and other such devices are highly regarded not only in Japan but around the world

Ophthalmic Laser PhotocoagulatorPASCALreg

Compu VisionCV-5000S

Optical Coherence Tomography3D OCT Series

IMAGEnetTM

LED Chip Defect Inspection SystemVi-SW200C

Spectroradiometer SR-LED

LED-relatedIn LED-related fields we supply domes-tic and foreign LED chip manufacturers with spectroradiometers used for con-trolling the quality of LED lights LCD panel backlights and automotive head-lights The equipment controls lumi-nance and chromaticity levels color temperature characteristics and color rendering properties We also supply defect inspection equipment special-ized for use on LED chips

03

A top global brand of ophthalmic medical instrumentsWe provide ophthalmic diagnostic and treatment instruments ophthalmic diagnosis support systems primarily for use in ophthalmology departments in hospitals and optometric vision testing instruments for eyeglasses shops Furthermore we have lately been focusing on systems solutions the development of advanced ophthalmic medical instruments and preventative medical devices for such applications as the screening of compli-cations caused by diabetes

EYECARECOMPANY

OTHERBUSINESSES

1Å

1nm

1μm

1mm

1nm 10μ400nm 500nm 700nm 1μ(Electron(ElectronBeam)

(Ultraviolet) (Visible) (Infrared)

(Measurement PrecisionResolution)

( Wavelength( Wavelength Used) Used)

(Radio Waves)(Radio Waves)

Rotating Laser

3D OCT

Retinal Camera

Image Measurement

Total Station

SpecularMicroscopeMicroscope

SpecularMicroscope

Specular

GNSSMachineControls

Topconrsquos Strength A Wide Range of Wavelengths

Hybrid ElectronMicroscopes

SubstrateProjection Steppers

Chip DefectInspection System

Optical Measurement

Ophthalmic LaserPhotocoagulatorsOphthalmic LaserPhotocoagulatorsOphthalmic Laser

Auto RefractometerAuto Kerato-Refractometer

Rotating LaserRotating lasers improve the efficiency of various types of construction work by leveraging the characteristics of la-ser light and integrating unique func-tions (ie highly visible green lasers mmGPS that can achieve accurate lev-eling at a construction site having large difference in height and so on)

Image MeasurementOur image analysis and measurement technologies which are gained through our long years of experience enable non-contact measurement of objects They can also be applied to analysis and mea-surement using video images These ad-vanced technologies are widely utilized on mobile mapping systems analysis of 3D scanner data and imaging total stations

Total StationTotal stations measure 3D positions at distances of up to several ki-lometers with extremely high precision in the range from millimeters to centimeters in surveying and construction sites based on dis-tance and angle measurement technologies that use light Our di-verse product lineup supports various applications including models that can measure the surface point of an object without a prism models that are capable of highly accurate distance and angle mea-surement for monitoring of a large structure and industrial measure-ment and models equipped with a camera that can display live images superimposed by measurement results design data etc

Plant NutritionPlant NutritionSensors

Smart Infrastructure Company

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

04

TOPCONrsquoS STRENGTHA WIDE RANGEOF WAVELENGTHS

One of the strengths of the Topcon Group lies in our optical technology which spans a wide range of wavelengths from electron beams to infrared rays Leveraging this technological strength we continue to launch the worldrsquos first and No 1 products which are both unique and outstanding

3D OCT(Optical Coherence Tomography)The 3D OCT is a diagnostic instrument that combines a retinal camera with Optical Co-herence Tomography (OCT) which ac-quires a cross-sectional image of a biological body employing infrared light This instrument not only provides fundus photography but also 3D cross-sectional images of the layers inside the retina The 3D OCT enables the early detection and di-agnosis of various ophthalmic diseases

Ophthalmic Laser PhotocoagulatorsAn ophthalmic laser photocoagulator treats the ret-ina by using laser irradiation to burn diseased parts It is used to prevent formation of new breakable fragile blood vessels in the retina due to blocked blood flow caused by a clogged blood vessel or to burn away newly formed blood vessels to prevent bleeding The equipment is essential for ophthal-mic care and is used in the treatment of such con-ditions as diabetic retinopathy and retinal break which causes retinal detachment

GNSSTopcon pioneered the use of multi-constella-tion (GPS+GLONASS) GNSS receivers and its innovative leadership continues today Our high-precision GNSS receivers include unique features like universal channels that can track virtually any GNSS signal Fence Antennatrade technology for industry-leading tracking sensi-tivity and versatile communications options

Plant Nutrition SensorsTopcon has some revolutionary systems One is CropSpec which enables the appropriate application of fertilizer in real time by perform-ing non-contact monitoring of crop conditions using a broad spectrum laser Other systems provide guidance for agricultural machines and soil preparation Agricultural machines equipped with Topconrsquos revolutionary systems can dra-matically improve production while minimizing the environmental load

Machine ControlsTopcon is a world leader in automating con-struction equipment Our systems provide two- and three-dimensional grading excavat-ing or paving control Using sonic laser total station or GPS as control sources Topcon machine control systems increase the effi-ciency and quality of earthmoving and paving around the globe

Substrate Projection SteppersProjection steppers feature a large-aper-ture high-resolution objective lens (the worldrsquos No1) incorporating all of Topconrsquos optic technology They are used for the wiring patterning processes of the semi-conductor package substrate (substrate board) which is increasingly being minia-turized

Hybrid Electron MicroscopesThis product features an electron micro-scope equipped with an optical micro-scope and it realizes the worldrsquos first simultaneous observations by combining an SEM with an optical microscope It is an all-in-one electron microscope that represents a new concept and it features various other functions including height measurement elemental analysis un-coated observations etc

Auto RefractometerAuto Kerato-RefractometerAuto refractometers and auto kerato-refractome-ters automatically measure refractive error of the eye (near-sightedness far-sightedness and astig-matism) by using invisible near-infrared light They are used at many eyeglasses shops and ophthal-mology clinics An auto kerato-refractometer mea-sures the corneal curvature radius which is required for prescriptions for contact lenses

Eye Care Company

Positioning Company

Other Businesses

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1No1No1No1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

05

06

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

Operating results Net sales Positioning Business Eye Care Business Finetech Business Overseas Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio ()

yen 110818 50928 39828 20061 81027 10975 9205 7736 2893 3478 268 10178 (16185)

yen 56082 139362 43329

yen 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192

yen 112666 58031 33503 21131 83684 (6944) (9326) (9992) 2620 4619 1828 11589 (6991)

yen 39801 119702 49706

yen (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash

yen 94862 49350 31561 13950 69138 1405 545 133 2109 4531 1846 9609 1112

yen 40490 125539 51501

yen 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770

yen 102470 51559 30946 19964 74210 1799 608 (1288) 4499 3689 1596 10275 (7903)

yen 36908 124816 55300

yen (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash

yen 98834 52656 32598 13579 73949 2080 467 (3686) 3443 3115 1660 8707 (3575)

yen 32667 120777 58882

yen (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash

$ 1202513 640670 396621 165221 899739 25316 5685 (44851) 41890 37902 20200 105947 (43500)

$ 397457 1469490 716420

$ (0484) 4291

20083 20093 20103 20113 20123

Millions of yen

20123

Thousands ofUS dollars

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 Depreciation and amortization excludes the amortization of goodwill

07

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

103093083 113 123

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

12000 15

8000 10

4000 5

0 0

-4000 -5

-8000 -10

(Millions of yen) ()

103093083 113 123

Operating income (loss) (left)

Operating income ratio (right)

NET INCOME (LOSS) ANDNET INCOME RATIO

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

103093083 113 123

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OFRampD EXPENDITURES TO NET SALES

12000 12

10000 10

8000 8

6000 6

4000 4

2000 2

0 0

(Millions of yen) ()

RampD expenditures (left)

Ratio of RampD expenditures to net sales (right)

Free cash flow (left)

DE ratio (right)

Capital expenditures

Depreciation and amortization

ROE AND ROA

15

5

-5

10

0

-10

-15

-20

-25

()

Return on equity (ROE)

Return on assets (ROA)

PER AND PBR

400

300

200

100

0

20

15

10

05

0

(Times) (Times)

Price earnings ratio (PER) (left)

Price-book value ratio (PBR) (right)

INTEREST-BEARING LIABILITIES AND EQUITY RATIO

60000 60

50000 50

40000 40

30000 30

20000 20

10000 10

0 0

(Millions of yen) ()

Interest-bearing liabilities (left)

Equity ratio (right)

20000 200

10000 100

0 0

-10000 -100

-20000 -200

(Millions of yen) ()5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123 103093083 113 123 103093083 113 123

103093083 113 123 103093083 113 123 103093083 113 123

Positioning Business (left) Eye Care Business (left)

Finetech Business (left) Overseas net sales ratio (right)

FY2011 Financial Earnings Highlights

bullConsolidatednetsalesinFY2011endedMarch312012fell35yearonyeartoyen98834million

bullOperatingincomeclimbed156yearonyeartoyen2080million

bullTheCompanyrecordedanetlossofyen3686millionfromincurringextraordinarylossesincludinglosses posted in connection with the downsizing of the Finetech Business and solicitation for voluntary retirement

08

TO OUR STAKEHOLDERS

Returning to a sustainable profit-making structure

to become a truly global and truly excellent company

09

BUSINESS RESULTSSovereign risk has emerged in Europe while the yen has re-mained at record-high levels for a prolonged period of time since the Lehman shock The unprecedented natural disas-ters of the Great East Japan Earthquake and the flooding in Thailand added to the severe conditions facing Japanrsquos manufacturing industry In these circumstances the Topcon Group accelerated measures to reduce fixed costs and cost of goods sold after judging it essential to further strengthen profitability and improve our fiscal position In addition we went ahead with large-scale downsizing of the Finetech Business whose earnings environment had deteriorated As a result although the Positioning Business and the Eye Care Business performed solidly consolidated net sales for fiscal 2011 declined 35 year on year to yen98834 million owing to a significant decrease in sales in the Fine-tech Business Nevertheless operating income bottomed out rising 156 year on year to yen2080 million a result that justifies an expectation of growth The Company ultimately recorded a net loss of yen3686 million due to the posting of a loss on withdrawal from the Finetech Business However we are convinced that we will return to a profit-making structure from the next fiscal year Therefore taking into account that the significant cost bur-den associated with our reform project has run its course in fiscal 2011 and prioritizing a stable dividend payout the Company distributed a full-year cash dividend of yen4 per share unchanged from the previous fiscal year in the fiscal year under review

BASIC POLICY OF MID-TERM BUSINESS PLAN 2014Even in an environment where the yen is hitting record highs against other major currencies the Topcon Group has set a goal of yen10 billion in overall cost reduction over three years under the Mid-Term Business Plan 2013 as we seek to transition to a business structure that allows sus-tainable profitability We expect to achieve this goal in two yearsrsquo time thanks to how swiftly we are implementing our measures Thus under the Mid-Term Business Plan 2014 beginning in fiscal 2012 we will shift the priority from Re-form to Enhancement

Specifically as part of our efforts to speed up man-agement the Topcon Group will reorganize its major businesses to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company In addition we will launch a series of new competitive products as we firmly push ahead with Enhancement our strategy for growth

A RETURN TO SUSTAINABLE PROFITSIn fiscal 2012 we will seek a rapid recovery of profitability in addition to accomplishing our set goal of Reform Our long-term management stance based on the TOP-CON WAY set out in April 2011 is to establish corporate governance that is trusted by all of our stakeholders with thoroughgoing compliance Moreover we will dedicate ourselves to promoting CSR such as efforts for the sake of the global environment and other activities that contribute to society At the same time we will push vigorously to-ward our goal of becoming a truly global and truly excellent company that remains globally competitive in the face of the ongoing appreciation of the yen I would like to ask you all for your continuing support and encouragement

August 2012

NORIO UCHIDA President

10

INTERVIEWWITH THE PRESIDENT

FISCAL 2011 RESULTSThe ongoing appreciation of the yen made for a very chal-lenging business environment in fiscal 2011 which ended March 31 2012 for the Topcon Group where over 70 of our sales are overseas Nevertheless a recovery trend emerged in terms of revenue as well thanks to accelera-tion of measures to reduce fixed costs and cost of goods sold including solicitation for voluntary retirement and ef-forts to enhance the competitiveness of core businesses that resulted in sales growth in the Positioning Business in the United States and Japan and the Eye Care Business in Europe However the Finetech Business which provides semiconductor and flat-panel display (FPD) equipment was downsized significantly as it became difficult to se-cure earnings amid the effects of the stagnating market for semiconductors and liquid crystal displays (LCDs) As a result operating income increased 156 year on year to yen2080 million even though net sales declined 35 to yen98834 million A net loss of yen3686 million (fiscal 2010 saw a yen1288 million net loss) was posted reflecting ex-

traordinary losses of yen4800 million recorded in connection with the downsizing of the Finetech Business neverthe-less we were able to move ahead with reinforcement of the revenue structure throughout the Topcon Group at a faster pace than planned

ISSUES GOING FORWARDWith the downsizing of the Finetech Business the process of Reform and the considerable pain that accompanied it are largely concluded In addition we expect to be able to achieve a reduction of fixed costs and cost of goods sold during fiscal 2012 one year ahead of plan Looking ahead the growth strategy of Enhancement will be our priority task That is we will leverage our world-leading technologi-cal prowess and rapidly improving cost-competitiveness in pursuit of ldquomonozukurirdquo (superb manufacturing) which is fundamental to growth as we transition to a resilient cor-porate structure capable of sustainable expansion of both sales and profit

Q1 Given the record high appreciation of the yen how would you sum up fiscal 2011

A1 Although our consolidated net sales decreased we were able to make rapid progress with

restructuring our business and operating income has been on track for recovery In addition

we are on track to meet our targets for the reform project

ANALYSIS OF GAIN AND LOSS IN OPERATING INCOME (YoY) (FY2010 Actual Results gt FY2011 Actual Results)(Billions of yen)

18

(13)

2334

(49)

21 16

34

(13)

21

Results for FY2010(including the impact

of the earthquake)

ExchangeFluctuations

Decrease ofFixed-cost

Reduction ofCost of Goods

Sales Price Down

Change in SalesChange in

Sales Mix etcTotal Amount of

Gain andLoss Factors

Operating Income for FY2011(without the impact of

the earthquake)

Impact ofthe Earthquake

Operating Income for FY2011(including the impact of

the earthquake)

(Codes are based on gain and loss)

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 2: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

n Topcon studies the possibilities of ldquolightrdquo creates new values toward the

future and contributes to build a rich human society

n Topcon will maintain a proactive and responsive attitude by foreseeing

any changes and place the utmost priority on compliance under all

circumstances thereby continually striving to be a trustworthy partner to all

stakeholders

n Topcon will do its utmost to improve quality in all stages from development

and design to manufacturing sales and service supply products of the

highest quality and develop our customers businesses

n Topcon will build relationships of mutual trust and partnership with sales

agents and other business partners and mutually develop business through

information sharing and close cooperation

n Topcon will implement two-way communication with employees and

will respect diverse individualities values and the sprit of creation and

innovation and maximize the employeesrsquo skills

n Topcon as a member of the global and local community will respect global

standards concerning human rights the environment labor standards and

anti-corruption measures and contribute to building sustainable markets

n Topcon will appropriately disclose information to shareholders in a timely

manner work to build a relationship of trust with them and continually strive

to improve our corporate value

01

Ever since its establishment in 1932 the Topcon Group has maintained optical technology as its core tech-

nology and has now merged this field with digital technology to develop a wide range of businesses The

Companyrsquos optical technology spanning a wide range of wavelengths from electron beams to infrared rays

is our major strength

Furthermore from early on we have sought customers from many regions and have thus cultivated markets

in such areas as the United States and Europe As a result we are currently implementing a global manage-

ment system with development production and sales centers in countries throughout the world

The Topcon Group aims to create new value and by extension contribute to mankind by differentiating itself

from its rivals through the provision of the worldrsquos top as well as attractive products faster than anyone else

01

PROFILE

CONTENTS

Profile

01Special Feature 2TopconrsquosTechnologicalProwess

18

Special Feature 1Mid-term Business Plan

14DirectorsCorporateAuditorsand ExecutiveOfficers

34

CSR

32

CorporateGovernance

30

Topconrsquos Business Fields

02At a Glance(For the year ended March 31 2012)

20FinancialSection

35

TopconrsquosStrengthA Wide Rangeof Wavelengths

04Positioning(Smart InfrastructureCompanyPositioningCompany)

22CorporateProfile

47

ConsolidatedFinancialHighlights

06Eye Care(Eye Care Company)

24StockInformation

47

To OurStakeholders

08History ofTopcon

26Japanese andOverseas GroupCompanies

48

Interview withthe President

10Global Network

28

SurveyingTopconrsquos total stations are widely used in the global market We offer a lineup of products suited for various applications includ-ing imaging stations equipped with CCDs and capable of perform-ing image measurements and high precision total stations that can monitor large structures In addition we recently launched total stations equipped with the worldrsquos first TSshield user sup-port system which provides highly reliable customer support

Construction and Civil EngineeringOur machine control systems efficiently improve time savings and dramatically increase productivity of a wide variety of construction machinery on con-struction sites worldwide

Precision AgricultureBy applying Topconrsquos machine control technology to the global agricultural mar-ketplace the automation of agricultural machinery and the incorporation of infor-mation technology is improving any size farm operation Agricultural machines equipped with Topconrsquos innovative sys-temsmdashfrom crop monitoring to applica-tion control and from field guidance to land levelingmdashincrease yield while mini-mizing environmental impact

Machine Control 3D-MC mmGPS

Plant Nutrition Sensor CropSpecMobile Mapping System IP-S2 Lite

Robotic Total Station PS Series

TSshieldMobile 3D MeasurementBy simply mounting our sensor of Mobile Mapping System unit on a vehicle and driv-ing you can collect surrounding 3D posi-tional information and 360 degree images to create 3D virtual space using our worldrsquos first image processing technology

Ophthalmic InstrumentsAll over the world we supply diagnostic instruments that enable the observation and measurement of all parts of the eye including the cornea the crystalline lens and the retina In particular we maintain the top global market share for ophthalmic data management systems Moreover we are expanding our business to include not only diagnostic instruments but also instruments used in treatment and operating rooms such as laser photocoagulators and operation microscopes

Treatment

Ophthalmic IT SolutionsExamination

Instruments for eyeglasses shopsWe provide all types of vision-testing instrument and lens edgers used at eyeglasses shops Topconrsquos vision tester an instrument containing lenses for refraction of eye and other such devices are highly regarded not only in Japan but around the world

Ophthalmic Laser PhotocoagulatorPASCALreg

Compu VisionCV-5000S

Optical Coherence Tomography3D OCT Series

IMAGEnetTM

LED Chip Defect Inspection SystemVi-SW200C

Spectroradiometer SR-LED

LED-relatedIn LED-related fields we supply domes-tic and foreign LED chip manufacturers with spectroradiometers used for con-trolling the quality of LED lights LCD panel backlights and automotive head-lights The equipment controls lumi-nance and chromaticity levels color temperature characteristics and color rendering properties We also supply defect inspection equipment special-ized for use on LED chips

02

TOPCONrsquoS BUSINESS FIELDS

The Topcon Group provides many attractive products based on our unparalleled optical and cutting-edge digital technologies

A world leader in high-precision GPS and automated machine controlThe Positioning Company (formerly part of the Positioning Business Unit) is expanding exist-ing markets and developing new markets for automated construction machine control and precision agriculture through the integration of new technologies including machine con-trol image processing and GPS

A top three surveying instruments manufacturerThe Smart Infrastructure Company (formerly part of the Positioning Business Unit) has been Topconrsquos largest business segment since its establishment providing surveying instruments based on the opto-mechatronics technologies for measuring positions with distances and angles Utilizing laser and image processing technologies we provide various prod-ucts for high-precision measurement as a pioneer in the global market In the field of mobile 3D measure-ment our business is expanding into a wide range of applications including utilization of base mapping of ITS (Intelligent Transport Systems)

POSITIONINGCOMPANY

SMARTINFRA-STRUCTURECOMPANY

SurveyingTopconrsquos total stations are widely used in the global market We offer a lineup of products suited for various applications includ-ing imaging stations equipped with CCDs and capable of perform-ing image measurements and high precision total stations that can monitor large structures In addition we recently launched total stations equipped with the worldrsquos first TSshield user sup-port system which provides highly reliable customer support

Construction and Civil EngineeringOur machine control systems efficiently improve time savings and dramatically increase productivity of a wide variety of construction machinery on con-struction sites worldwide

Precision AgricultureBy applying Topconrsquos machine control technology to the global agricultural mar-ketplace the automation of agricultural machinery and the incorporation of infor-mation technology is improving any size farm operation Agricultural machines equipped with Topconrsquos innovative sys-temsmdashfrom crop monitoring to applica-tion control and from field guidance to land levelingmdashincrease yield while mini-mizing environmental impact

Machine Control 3D-MC mmGPS

Plant Nutrition Sensor CropSpecMobile Mapping System IP-S2 Lite

Robotic Total Station PS Series

TSshieldMobile 3D MeasurementBy simply mounting our sensor of Mobile Mapping System unit on a vehicle and driv-ing you can collect surrounding 3D posi-tional information and 360 degree images to create 3D virtual space using our worldrsquos first image processing technology

Ophthalmic InstrumentsAll over the world we supply diagnostic instruments that enable the observation and measurement of all parts of the eye including the cornea the crystalline lens and the retina In particular we maintain the top global market share for ophthalmic data management systems Moreover we are expanding our business to include not only diagnostic instruments but also instruments used in treatment and operating rooms such as laser photocoagulators and operation microscopes

Treatment

Ophthalmic IT SolutionsExamination

Instruments for eyeglasses shopsWe provide all types of vision-testing instrument and lens edgers used at eyeglasses shops Topconrsquos vision tester an instrument containing lenses for refraction of eye and other such devices are highly regarded not only in Japan but around the world

Ophthalmic Laser PhotocoagulatorPASCALreg

Compu VisionCV-5000S

Optical Coherence Tomography3D OCT Series

IMAGEnetTM

LED Chip Defect Inspection SystemVi-SW200C

Spectroradiometer SR-LED

LED-relatedIn LED-related fields we supply domes-tic and foreign LED chip manufacturers with spectroradiometers used for con-trolling the quality of LED lights LCD panel backlights and automotive head-lights The equipment controls lumi-nance and chromaticity levels color temperature characteristics and color rendering properties We also supply defect inspection equipment special-ized for use on LED chips

03

A top global brand of ophthalmic medical instrumentsWe provide ophthalmic diagnostic and treatment instruments ophthalmic diagnosis support systems primarily for use in ophthalmology departments in hospitals and optometric vision testing instruments for eyeglasses shops Furthermore we have lately been focusing on systems solutions the development of advanced ophthalmic medical instruments and preventative medical devices for such applications as the screening of compli-cations caused by diabetes

EYECARECOMPANY

OTHERBUSINESSES

1Å

1nm

1μm

1mm

1nm 10μ400nm 500nm 700nm 1μ(Electron(ElectronBeam)

(Ultraviolet) (Visible) (Infrared)

(Measurement PrecisionResolution)

( Wavelength( Wavelength Used) Used)

(Radio Waves)(Radio Waves)

Rotating Laser

3D OCT

Retinal Camera

Image Measurement

Total Station

SpecularMicroscopeMicroscope

SpecularMicroscope

Specular

GNSSMachineControls

Topconrsquos Strength A Wide Range of Wavelengths

Hybrid ElectronMicroscopes

SubstrateProjection Steppers

Chip DefectInspection System

Optical Measurement

Ophthalmic LaserPhotocoagulatorsOphthalmic LaserPhotocoagulatorsOphthalmic Laser

Auto RefractometerAuto Kerato-Refractometer

Rotating LaserRotating lasers improve the efficiency of various types of construction work by leveraging the characteristics of la-ser light and integrating unique func-tions (ie highly visible green lasers mmGPS that can achieve accurate lev-eling at a construction site having large difference in height and so on)

Image MeasurementOur image analysis and measurement technologies which are gained through our long years of experience enable non-contact measurement of objects They can also be applied to analysis and mea-surement using video images These ad-vanced technologies are widely utilized on mobile mapping systems analysis of 3D scanner data and imaging total stations

Total StationTotal stations measure 3D positions at distances of up to several ki-lometers with extremely high precision in the range from millimeters to centimeters in surveying and construction sites based on dis-tance and angle measurement technologies that use light Our di-verse product lineup supports various applications including models that can measure the surface point of an object without a prism models that are capable of highly accurate distance and angle mea-surement for monitoring of a large structure and industrial measure-ment and models equipped with a camera that can display live images superimposed by measurement results design data etc

Plant NutritionPlant NutritionSensors

Smart Infrastructure Company

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

04

TOPCONrsquoS STRENGTHA WIDE RANGEOF WAVELENGTHS

One of the strengths of the Topcon Group lies in our optical technology which spans a wide range of wavelengths from electron beams to infrared rays Leveraging this technological strength we continue to launch the worldrsquos first and No 1 products which are both unique and outstanding

3D OCT(Optical Coherence Tomography)The 3D OCT is a diagnostic instrument that combines a retinal camera with Optical Co-herence Tomography (OCT) which ac-quires a cross-sectional image of a biological body employing infrared light This instrument not only provides fundus photography but also 3D cross-sectional images of the layers inside the retina The 3D OCT enables the early detection and di-agnosis of various ophthalmic diseases

Ophthalmic Laser PhotocoagulatorsAn ophthalmic laser photocoagulator treats the ret-ina by using laser irradiation to burn diseased parts It is used to prevent formation of new breakable fragile blood vessels in the retina due to blocked blood flow caused by a clogged blood vessel or to burn away newly formed blood vessels to prevent bleeding The equipment is essential for ophthal-mic care and is used in the treatment of such con-ditions as diabetic retinopathy and retinal break which causes retinal detachment

GNSSTopcon pioneered the use of multi-constella-tion (GPS+GLONASS) GNSS receivers and its innovative leadership continues today Our high-precision GNSS receivers include unique features like universal channels that can track virtually any GNSS signal Fence Antennatrade technology for industry-leading tracking sensi-tivity and versatile communications options

Plant Nutrition SensorsTopcon has some revolutionary systems One is CropSpec which enables the appropriate application of fertilizer in real time by perform-ing non-contact monitoring of crop conditions using a broad spectrum laser Other systems provide guidance for agricultural machines and soil preparation Agricultural machines equipped with Topconrsquos revolutionary systems can dra-matically improve production while minimizing the environmental load

Machine ControlsTopcon is a world leader in automating con-struction equipment Our systems provide two- and three-dimensional grading excavat-ing or paving control Using sonic laser total station or GPS as control sources Topcon machine control systems increase the effi-ciency and quality of earthmoving and paving around the globe

Substrate Projection SteppersProjection steppers feature a large-aper-ture high-resolution objective lens (the worldrsquos No1) incorporating all of Topconrsquos optic technology They are used for the wiring patterning processes of the semi-conductor package substrate (substrate board) which is increasingly being minia-turized

Hybrid Electron MicroscopesThis product features an electron micro-scope equipped with an optical micro-scope and it realizes the worldrsquos first simultaneous observations by combining an SEM with an optical microscope It is an all-in-one electron microscope that represents a new concept and it features various other functions including height measurement elemental analysis un-coated observations etc

Auto RefractometerAuto Kerato-RefractometerAuto refractometers and auto kerato-refractome-ters automatically measure refractive error of the eye (near-sightedness far-sightedness and astig-matism) by using invisible near-infrared light They are used at many eyeglasses shops and ophthal-mology clinics An auto kerato-refractometer mea-sures the corneal curvature radius which is required for prescriptions for contact lenses

Eye Care Company

Positioning Company

Other Businesses

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1No1No1No1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

05

06

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

Operating results Net sales Positioning Business Eye Care Business Finetech Business Overseas Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio ()

yen 110818 50928 39828 20061 81027 10975 9205 7736 2893 3478 268 10178 (16185)

yen 56082 139362 43329

yen 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192

yen 112666 58031 33503 21131 83684 (6944) (9326) (9992) 2620 4619 1828 11589 (6991)

yen 39801 119702 49706

yen (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash

yen 94862 49350 31561 13950 69138 1405 545 133 2109 4531 1846 9609 1112

yen 40490 125539 51501

yen 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770

yen 102470 51559 30946 19964 74210 1799 608 (1288) 4499 3689 1596 10275 (7903)

yen 36908 124816 55300

yen (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash

yen 98834 52656 32598 13579 73949 2080 467 (3686) 3443 3115 1660 8707 (3575)

yen 32667 120777 58882

yen (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash

$ 1202513 640670 396621 165221 899739 25316 5685 (44851) 41890 37902 20200 105947 (43500)

$ 397457 1469490 716420

$ (0484) 4291

20083 20093 20103 20113 20123

Millions of yen

20123

Thousands ofUS dollars

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 Depreciation and amortization excludes the amortization of goodwill

07

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

103093083 113 123

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

12000 15

8000 10

4000 5

0 0

-4000 -5

-8000 -10

(Millions of yen) ()

103093083 113 123

Operating income (loss) (left)

Operating income ratio (right)

NET INCOME (LOSS) ANDNET INCOME RATIO

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

103093083 113 123

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OFRampD EXPENDITURES TO NET SALES

12000 12

10000 10

8000 8

6000 6

4000 4

2000 2

0 0

(Millions of yen) ()

RampD expenditures (left)

Ratio of RampD expenditures to net sales (right)

Free cash flow (left)

DE ratio (right)

Capital expenditures

Depreciation and amortization

ROE AND ROA

15

5

-5

10

0

-10

-15

-20

-25

()

Return on equity (ROE)

Return on assets (ROA)

PER AND PBR

400

300

200

100

0

20

15

10

05

0

(Times) (Times)

Price earnings ratio (PER) (left)

Price-book value ratio (PBR) (right)

INTEREST-BEARING LIABILITIES AND EQUITY RATIO

60000 60

50000 50

40000 40

30000 30

20000 20

10000 10

0 0

(Millions of yen) ()

Interest-bearing liabilities (left)

Equity ratio (right)

20000 200

10000 100

0 0

-10000 -100

-20000 -200

(Millions of yen) ()5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123 103093083 113 123 103093083 113 123

103093083 113 123 103093083 113 123 103093083 113 123

Positioning Business (left) Eye Care Business (left)

Finetech Business (left) Overseas net sales ratio (right)

FY2011 Financial Earnings Highlights

bullConsolidatednetsalesinFY2011endedMarch312012fell35yearonyeartoyen98834million

bullOperatingincomeclimbed156yearonyeartoyen2080million

bullTheCompanyrecordedanetlossofyen3686millionfromincurringextraordinarylossesincludinglosses posted in connection with the downsizing of the Finetech Business and solicitation for voluntary retirement

08

TO OUR STAKEHOLDERS

Returning to a sustainable profit-making structure

to become a truly global and truly excellent company

09

BUSINESS RESULTSSovereign risk has emerged in Europe while the yen has re-mained at record-high levels for a prolonged period of time since the Lehman shock The unprecedented natural disas-ters of the Great East Japan Earthquake and the flooding in Thailand added to the severe conditions facing Japanrsquos manufacturing industry In these circumstances the Topcon Group accelerated measures to reduce fixed costs and cost of goods sold after judging it essential to further strengthen profitability and improve our fiscal position In addition we went ahead with large-scale downsizing of the Finetech Business whose earnings environment had deteriorated As a result although the Positioning Business and the Eye Care Business performed solidly consolidated net sales for fiscal 2011 declined 35 year on year to yen98834 million owing to a significant decrease in sales in the Fine-tech Business Nevertheless operating income bottomed out rising 156 year on year to yen2080 million a result that justifies an expectation of growth The Company ultimately recorded a net loss of yen3686 million due to the posting of a loss on withdrawal from the Finetech Business However we are convinced that we will return to a profit-making structure from the next fiscal year Therefore taking into account that the significant cost bur-den associated with our reform project has run its course in fiscal 2011 and prioritizing a stable dividend payout the Company distributed a full-year cash dividend of yen4 per share unchanged from the previous fiscal year in the fiscal year under review

BASIC POLICY OF MID-TERM BUSINESS PLAN 2014Even in an environment where the yen is hitting record highs against other major currencies the Topcon Group has set a goal of yen10 billion in overall cost reduction over three years under the Mid-Term Business Plan 2013 as we seek to transition to a business structure that allows sus-tainable profitability We expect to achieve this goal in two yearsrsquo time thanks to how swiftly we are implementing our measures Thus under the Mid-Term Business Plan 2014 beginning in fiscal 2012 we will shift the priority from Re-form to Enhancement

Specifically as part of our efforts to speed up man-agement the Topcon Group will reorganize its major businesses to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company In addition we will launch a series of new competitive products as we firmly push ahead with Enhancement our strategy for growth

A RETURN TO SUSTAINABLE PROFITSIn fiscal 2012 we will seek a rapid recovery of profitability in addition to accomplishing our set goal of Reform Our long-term management stance based on the TOP-CON WAY set out in April 2011 is to establish corporate governance that is trusted by all of our stakeholders with thoroughgoing compliance Moreover we will dedicate ourselves to promoting CSR such as efforts for the sake of the global environment and other activities that contribute to society At the same time we will push vigorously to-ward our goal of becoming a truly global and truly excellent company that remains globally competitive in the face of the ongoing appreciation of the yen I would like to ask you all for your continuing support and encouragement

August 2012

NORIO UCHIDA President

10

INTERVIEWWITH THE PRESIDENT

FISCAL 2011 RESULTSThe ongoing appreciation of the yen made for a very chal-lenging business environment in fiscal 2011 which ended March 31 2012 for the Topcon Group where over 70 of our sales are overseas Nevertheless a recovery trend emerged in terms of revenue as well thanks to accelera-tion of measures to reduce fixed costs and cost of goods sold including solicitation for voluntary retirement and ef-forts to enhance the competitiveness of core businesses that resulted in sales growth in the Positioning Business in the United States and Japan and the Eye Care Business in Europe However the Finetech Business which provides semiconductor and flat-panel display (FPD) equipment was downsized significantly as it became difficult to se-cure earnings amid the effects of the stagnating market for semiconductors and liquid crystal displays (LCDs) As a result operating income increased 156 year on year to yen2080 million even though net sales declined 35 to yen98834 million A net loss of yen3686 million (fiscal 2010 saw a yen1288 million net loss) was posted reflecting ex-

traordinary losses of yen4800 million recorded in connection with the downsizing of the Finetech Business neverthe-less we were able to move ahead with reinforcement of the revenue structure throughout the Topcon Group at a faster pace than planned

ISSUES GOING FORWARDWith the downsizing of the Finetech Business the process of Reform and the considerable pain that accompanied it are largely concluded In addition we expect to be able to achieve a reduction of fixed costs and cost of goods sold during fiscal 2012 one year ahead of plan Looking ahead the growth strategy of Enhancement will be our priority task That is we will leverage our world-leading technologi-cal prowess and rapidly improving cost-competitiveness in pursuit of ldquomonozukurirdquo (superb manufacturing) which is fundamental to growth as we transition to a resilient cor-porate structure capable of sustainable expansion of both sales and profit

Q1 Given the record high appreciation of the yen how would you sum up fiscal 2011

A1 Although our consolidated net sales decreased we were able to make rapid progress with

restructuring our business and operating income has been on track for recovery In addition

we are on track to meet our targets for the reform project

ANALYSIS OF GAIN AND LOSS IN OPERATING INCOME (YoY) (FY2010 Actual Results gt FY2011 Actual Results)(Billions of yen)

18

(13)

2334

(49)

21 16

34

(13)

21

Results for FY2010(including the impact

of the earthquake)

ExchangeFluctuations

Decrease ofFixed-cost

Reduction ofCost of Goods

Sales Price Down

Change in SalesChange in

Sales Mix etcTotal Amount of

Gain andLoss Factors

Operating Income for FY2011(without the impact of

the earthquake)

Impact ofthe Earthquake

Operating Income for FY2011(including the impact of

the earthquake)

(Codes are based on gain and loss)

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 3: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

01

Ever since its establishment in 1932 the Topcon Group has maintained optical technology as its core tech-

nology and has now merged this field with digital technology to develop a wide range of businesses The

Companyrsquos optical technology spanning a wide range of wavelengths from electron beams to infrared rays

is our major strength

Furthermore from early on we have sought customers from many regions and have thus cultivated markets

in such areas as the United States and Europe As a result we are currently implementing a global manage-

ment system with development production and sales centers in countries throughout the world

The Topcon Group aims to create new value and by extension contribute to mankind by differentiating itself

from its rivals through the provision of the worldrsquos top as well as attractive products faster than anyone else

01

PROFILE

CONTENTS

Profile

01Special Feature 2TopconrsquosTechnologicalProwess

18

Special Feature 1Mid-term Business Plan

14DirectorsCorporateAuditorsand ExecutiveOfficers

34

CSR

32

CorporateGovernance

30

Topconrsquos Business Fields

02At a Glance(For the year ended March 31 2012)

20FinancialSection

35

TopconrsquosStrengthA Wide Rangeof Wavelengths

04Positioning(Smart InfrastructureCompanyPositioningCompany)

22CorporateProfile

47

ConsolidatedFinancialHighlights

06Eye Care(Eye Care Company)

24StockInformation

47

To OurStakeholders

08History ofTopcon

26Japanese andOverseas GroupCompanies

48

Interview withthe President

10Global Network

28

SurveyingTopconrsquos total stations are widely used in the global market We offer a lineup of products suited for various applications includ-ing imaging stations equipped with CCDs and capable of perform-ing image measurements and high precision total stations that can monitor large structures In addition we recently launched total stations equipped with the worldrsquos first TSshield user sup-port system which provides highly reliable customer support

Construction and Civil EngineeringOur machine control systems efficiently improve time savings and dramatically increase productivity of a wide variety of construction machinery on con-struction sites worldwide

Precision AgricultureBy applying Topconrsquos machine control technology to the global agricultural mar-ketplace the automation of agricultural machinery and the incorporation of infor-mation technology is improving any size farm operation Agricultural machines equipped with Topconrsquos innovative sys-temsmdashfrom crop monitoring to applica-tion control and from field guidance to land levelingmdashincrease yield while mini-mizing environmental impact

Machine Control 3D-MC mmGPS

Plant Nutrition Sensor CropSpecMobile Mapping System IP-S2 Lite

Robotic Total Station PS Series

TSshieldMobile 3D MeasurementBy simply mounting our sensor of Mobile Mapping System unit on a vehicle and driv-ing you can collect surrounding 3D posi-tional information and 360 degree images to create 3D virtual space using our worldrsquos first image processing technology

Ophthalmic InstrumentsAll over the world we supply diagnostic instruments that enable the observation and measurement of all parts of the eye including the cornea the crystalline lens and the retina In particular we maintain the top global market share for ophthalmic data management systems Moreover we are expanding our business to include not only diagnostic instruments but also instruments used in treatment and operating rooms such as laser photocoagulators and operation microscopes

Treatment

Ophthalmic IT SolutionsExamination

Instruments for eyeglasses shopsWe provide all types of vision-testing instrument and lens edgers used at eyeglasses shops Topconrsquos vision tester an instrument containing lenses for refraction of eye and other such devices are highly regarded not only in Japan but around the world

Ophthalmic Laser PhotocoagulatorPASCALreg

Compu VisionCV-5000S

Optical Coherence Tomography3D OCT Series

IMAGEnetTM

LED Chip Defect Inspection SystemVi-SW200C

Spectroradiometer SR-LED

LED-relatedIn LED-related fields we supply domes-tic and foreign LED chip manufacturers with spectroradiometers used for con-trolling the quality of LED lights LCD panel backlights and automotive head-lights The equipment controls lumi-nance and chromaticity levels color temperature characteristics and color rendering properties We also supply defect inspection equipment special-ized for use on LED chips

02

TOPCONrsquoS BUSINESS FIELDS

The Topcon Group provides many attractive products based on our unparalleled optical and cutting-edge digital technologies

A world leader in high-precision GPS and automated machine controlThe Positioning Company (formerly part of the Positioning Business Unit) is expanding exist-ing markets and developing new markets for automated construction machine control and precision agriculture through the integration of new technologies including machine con-trol image processing and GPS

A top three surveying instruments manufacturerThe Smart Infrastructure Company (formerly part of the Positioning Business Unit) has been Topconrsquos largest business segment since its establishment providing surveying instruments based on the opto-mechatronics technologies for measuring positions with distances and angles Utilizing laser and image processing technologies we provide various prod-ucts for high-precision measurement as a pioneer in the global market In the field of mobile 3D measure-ment our business is expanding into a wide range of applications including utilization of base mapping of ITS (Intelligent Transport Systems)

POSITIONINGCOMPANY

SMARTINFRA-STRUCTURECOMPANY

SurveyingTopconrsquos total stations are widely used in the global market We offer a lineup of products suited for various applications includ-ing imaging stations equipped with CCDs and capable of perform-ing image measurements and high precision total stations that can monitor large structures In addition we recently launched total stations equipped with the worldrsquos first TSshield user sup-port system which provides highly reliable customer support

Construction and Civil EngineeringOur machine control systems efficiently improve time savings and dramatically increase productivity of a wide variety of construction machinery on con-struction sites worldwide

Precision AgricultureBy applying Topconrsquos machine control technology to the global agricultural mar-ketplace the automation of agricultural machinery and the incorporation of infor-mation technology is improving any size farm operation Agricultural machines equipped with Topconrsquos innovative sys-temsmdashfrom crop monitoring to applica-tion control and from field guidance to land levelingmdashincrease yield while mini-mizing environmental impact

Machine Control 3D-MC mmGPS

Plant Nutrition Sensor CropSpecMobile Mapping System IP-S2 Lite

Robotic Total Station PS Series

TSshieldMobile 3D MeasurementBy simply mounting our sensor of Mobile Mapping System unit on a vehicle and driv-ing you can collect surrounding 3D posi-tional information and 360 degree images to create 3D virtual space using our worldrsquos first image processing technology

Ophthalmic InstrumentsAll over the world we supply diagnostic instruments that enable the observation and measurement of all parts of the eye including the cornea the crystalline lens and the retina In particular we maintain the top global market share for ophthalmic data management systems Moreover we are expanding our business to include not only diagnostic instruments but also instruments used in treatment and operating rooms such as laser photocoagulators and operation microscopes

Treatment

Ophthalmic IT SolutionsExamination

Instruments for eyeglasses shopsWe provide all types of vision-testing instrument and lens edgers used at eyeglasses shops Topconrsquos vision tester an instrument containing lenses for refraction of eye and other such devices are highly regarded not only in Japan but around the world

Ophthalmic Laser PhotocoagulatorPASCALreg

Compu VisionCV-5000S

Optical Coherence Tomography3D OCT Series

IMAGEnetTM

LED Chip Defect Inspection SystemVi-SW200C

Spectroradiometer SR-LED

LED-relatedIn LED-related fields we supply domes-tic and foreign LED chip manufacturers with spectroradiometers used for con-trolling the quality of LED lights LCD panel backlights and automotive head-lights The equipment controls lumi-nance and chromaticity levels color temperature characteristics and color rendering properties We also supply defect inspection equipment special-ized for use on LED chips

03

A top global brand of ophthalmic medical instrumentsWe provide ophthalmic diagnostic and treatment instruments ophthalmic diagnosis support systems primarily for use in ophthalmology departments in hospitals and optometric vision testing instruments for eyeglasses shops Furthermore we have lately been focusing on systems solutions the development of advanced ophthalmic medical instruments and preventative medical devices for such applications as the screening of compli-cations caused by diabetes

EYECARECOMPANY

OTHERBUSINESSES

1Å

1nm

1μm

1mm

1nm 10μ400nm 500nm 700nm 1μ(Electron(ElectronBeam)

(Ultraviolet) (Visible) (Infrared)

(Measurement PrecisionResolution)

( Wavelength( Wavelength Used) Used)

(Radio Waves)(Radio Waves)

Rotating Laser

3D OCT

Retinal Camera

Image Measurement

Total Station

SpecularMicroscopeMicroscope

SpecularMicroscope

Specular

GNSSMachineControls

Topconrsquos Strength A Wide Range of Wavelengths

Hybrid ElectronMicroscopes

SubstrateProjection Steppers

Chip DefectInspection System

Optical Measurement

Ophthalmic LaserPhotocoagulatorsOphthalmic LaserPhotocoagulatorsOphthalmic Laser

Auto RefractometerAuto Kerato-Refractometer

Rotating LaserRotating lasers improve the efficiency of various types of construction work by leveraging the characteristics of la-ser light and integrating unique func-tions (ie highly visible green lasers mmGPS that can achieve accurate lev-eling at a construction site having large difference in height and so on)

Image MeasurementOur image analysis and measurement technologies which are gained through our long years of experience enable non-contact measurement of objects They can also be applied to analysis and mea-surement using video images These ad-vanced technologies are widely utilized on mobile mapping systems analysis of 3D scanner data and imaging total stations

Total StationTotal stations measure 3D positions at distances of up to several ki-lometers with extremely high precision in the range from millimeters to centimeters in surveying and construction sites based on dis-tance and angle measurement technologies that use light Our di-verse product lineup supports various applications including models that can measure the surface point of an object without a prism models that are capable of highly accurate distance and angle mea-surement for monitoring of a large structure and industrial measure-ment and models equipped with a camera that can display live images superimposed by measurement results design data etc

Plant NutritionPlant NutritionSensors

Smart Infrastructure Company

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

04

TOPCONrsquoS STRENGTHA WIDE RANGEOF WAVELENGTHS

One of the strengths of the Topcon Group lies in our optical technology which spans a wide range of wavelengths from electron beams to infrared rays Leveraging this technological strength we continue to launch the worldrsquos first and No 1 products which are both unique and outstanding

3D OCT(Optical Coherence Tomography)The 3D OCT is a diagnostic instrument that combines a retinal camera with Optical Co-herence Tomography (OCT) which ac-quires a cross-sectional image of a biological body employing infrared light This instrument not only provides fundus photography but also 3D cross-sectional images of the layers inside the retina The 3D OCT enables the early detection and di-agnosis of various ophthalmic diseases

Ophthalmic Laser PhotocoagulatorsAn ophthalmic laser photocoagulator treats the ret-ina by using laser irradiation to burn diseased parts It is used to prevent formation of new breakable fragile blood vessels in the retina due to blocked blood flow caused by a clogged blood vessel or to burn away newly formed blood vessels to prevent bleeding The equipment is essential for ophthal-mic care and is used in the treatment of such con-ditions as diabetic retinopathy and retinal break which causes retinal detachment

GNSSTopcon pioneered the use of multi-constella-tion (GPS+GLONASS) GNSS receivers and its innovative leadership continues today Our high-precision GNSS receivers include unique features like universal channels that can track virtually any GNSS signal Fence Antennatrade technology for industry-leading tracking sensi-tivity and versatile communications options

Plant Nutrition SensorsTopcon has some revolutionary systems One is CropSpec which enables the appropriate application of fertilizer in real time by perform-ing non-contact monitoring of crop conditions using a broad spectrum laser Other systems provide guidance for agricultural machines and soil preparation Agricultural machines equipped with Topconrsquos revolutionary systems can dra-matically improve production while minimizing the environmental load

Machine ControlsTopcon is a world leader in automating con-struction equipment Our systems provide two- and three-dimensional grading excavat-ing or paving control Using sonic laser total station or GPS as control sources Topcon machine control systems increase the effi-ciency and quality of earthmoving and paving around the globe

Substrate Projection SteppersProjection steppers feature a large-aper-ture high-resolution objective lens (the worldrsquos No1) incorporating all of Topconrsquos optic technology They are used for the wiring patterning processes of the semi-conductor package substrate (substrate board) which is increasingly being minia-turized

Hybrid Electron MicroscopesThis product features an electron micro-scope equipped with an optical micro-scope and it realizes the worldrsquos first simultaneous observations by combining an SEM with an optical microscope It is an all-in-one electron microscope that represents a new concept and it features various other functions including height measurement elemental analysis un-coated observations etc

Auto RefractometerAuto Kerato-RefractometerAuto refractometers and auto kerato-refractome-ters automatically measure refractive error of the eye (near-sightedness far-sightedness and astig-matism) by using invisible near-infrared light They are used at many eyeglasses shops and ophthal-mology clinics An auto kerato-refractometer mea-sures the corneal curvature radius which is required for prescriptions for contact lenses

Eye Care Company

Positioning Company

Other Businesses

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1No1No1No1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

05

06

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

Operating results Net sales Positioning Business Eye Care Business Finetech Business Overseas Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio ()

yen 110818 50928 39828 20061 81027 10975 9205 7736 2893 3478 268 10178 (16185)

yen 56082 139362 43329

yen 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192

yen 112666 58031 33503 21131 83684 (6944) (9326) (9992) 2620 4619 1828 11589 (6991)

yen 39801 119702 49706

yen (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash

yen 94862 49350 31561 13950 69138 1405 545 133 2109 4531 1846 9609 1112

yen 40490 125539 51501

yen 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770

yen 102470 51559 30946 19964 74210 1799 608 (1288) 4499 3689 1596 10275 (7903)

yen 36908 124816 55300

yen (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash

yen 98834 52656 32598 13579 73949 2080 467 (3686) 3443 3115 1660 8707 (3575)

yen 32667 120777 58882

yen (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash

$ 1202513 640670 396621 165221 899739 25316 5685 (44851) 41890 37902 20200 105947 (43500)

$ 397457 1469490 716420

$ (0484) 4291

20083 20093 20103 20113 20123

Millions of yen

20123

Thousands ofUS dollars

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 Depreciation and amortization excludes the amortization of goodwill

07

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

103093083 113 123

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

12000 15

8000 10

4000 5

0 0

-4000 -5

-8000 -10

(Millions of yen) ()

103093083 113 123

Operating income (loss) (left)

Operating income ratio (right)

NET INCOME (LOSS) ANDNET INCOME RATIO

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

103093083 113 123

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OFRampD EXPENDITURES TO NET SALES

12000 12

10000 10

8000 8

6000 6

4000 4

2000 2

0 0

(Millions of yen) ()

RampD expenditures (left)

Ratio of RampD expenditures to net sales (right)

Free cash flow (left)

DE ratio (right)

Capital expenditures

Depreciation and amortization

ROE AND ROA

15

5

-5

10

0

-10

-15

-20

-25

()

Return on equity (ROE)

Return on assets (ROA)

PER AND PBR

400

300

200

100

0

20

15

10

05

0

(Times) (Times)

Price earnings ratio (PER) (left)

Price-book value ratio (PBR) (right)

INTEREST-BEARING LIABILITIES AND EQUITY RATIO

60000 60

50000 50

40000 40

30000 30

20000 20

10000 10

0 0

(Millions of yen) ()

Interest-bearing liabilities (left)

Equity ratio (right)

20000 200

10000 100

0 0

-10000 -100

-20000 -200

(Millions of yen) ()5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123 103093083 113 123 103093083 113 123

103093083 113 123 103093083 113 123 103093083 113 123

Positioning Business (left) Eye Care Business (left)

Finetech Business (left) Overseas net sales ratio (right)

FY2011 Financial Earnings Highlights

bullConsolidatednetsalesinFY2011endedMarch312012fell35yearonyeartoyen98834million

bullOperatingincomeclimbed156yearonyeartoyen2080million

bullTheCompanyrecordedanetlossofyen3686millionfromincurringextraordinarylossesincludinglosses posted in connection with the downsizing of the Finetech Business and solicitation for voluntary retirement

08

TO OUR STAKEHOLDERS

Returning to a sustainable profit-making structure

to become a truly global and truly excellent company

09

BUSINESS RESULTSSovereign risk has emerged in Europe while the yen has re-mained at record-high levels for a prolonged period of time since the Lehman shock The unprecedented natural disas-ters of the Great East Japan Earthquake and the flooding in Thailand added to the severe conditions facing Japanrsquos manufacturing industry In these circumstances the Topcon Group accelerated measures to reduce fixed costs and cost of goods sold after judging it essential to further strengthen profitability and improve our fiscal position In addition we went ahead with large-scale downsizing of the Finetech Business whose earnings environment had deteriorated As a result although the Positioning Business and the Eye Care Business performed solidly consolidated net sales for fiscal 2011 declined 35 year on year to yen98834 million owing to a significant decrease in sales in the Fine-tech Business Nevertheless operating income bottomed out rising 156 year on year to yen2080 million a result that justifies an expectation of growth The Company ultimately recorded a net loss of yen3686 million due to the posting of a loss on withdrawal from the Finetech Business However we are convinced that we will return to a profit-making structure from the next fiscal year Therefore taking into account that the significant cost bur-den associated with our reform project has run its course in fiscal 2011 and prioritizing a stable dividend payout the Company distributed a full-year cash dividend of yen4 per share unchanged from the previous fiscal year in the fiscal year under review

BASIC POLICY OF MID-TERM BUSINESS PLAN 2014Even in an environment where the yen is hitting record highs against other major currencies the Topcon Group has set a goal of yen10 billion in overall cost reduction over three years under the Mid-Term Business Plan 2013 as we seek to transition to a business structure that allows sus-tainable profitability We expect to achieve this goal in two yearsrsquo time thanks to how swiftly we are implementing our measures Thus under the Mid-Term Business Plan 2014 beginning in fiscal 2012 we will shift the priority from Re-form to Enhancement

Specifically as part of our efforts to speed up man-agement the Topcon Group will reorganize its major businesses to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company In addition we will launch a series of new competitive products as we firmly push ahead with Enhancement our strategy for growth

A RETURN TO SUSTAINABLE PROFITSIn fiscal 2012 we will seek a rapid recovery of profitability in addition to accomplishing our set goal of Reform Our long-term management stance based on the TOP-CON WAY set out in April 2011 is to establish corporate governance that is trusted by all of our stakeholders with thoroughgoing compliance Moreover we will dedicate ourselves to promoting CSR such as efforts for the sake of the global environment and other activities that contribute to society At the same time we will push vigorously to-ward our goal of becoming a truly global and truly excellent company that remains globally competitive in the face of the ongoing appreciation of the yen I would like to ask you all for your continuing support and encouragement

August 2012

NORIO UCHIDA President

10

INTERVIEWWITH THE PRESIDENT

FISCAL 2011 RESULTSThe ongoing appreciation of the yen made for a very chal-lenging business environment in fiscal 2011 which ended March 31 2012 for the Topcon Group where over 70 of our sales are overseas Nevertheless a recovery trend emerged in terms of revenue as well thanks to accelera-tion of measures to reduce fixed costs and cost of goods sold including solicitation for voluntary retirement and ef-forts to enhance the competitiveness of core businesses that resulted in sales growth in the Positioning Business in the United States and Japan and the Eye Care Business in Europe However the Finetech Business which provides semiconductor and flat-panel display (FPD) equipment was downsized significantly as it became difficult to se-cure earnings amid the effects of the stagnating market for semiconductors and liquid crystal displays (LCDs) As a result operating income increased 156 year on year to yen2080 million even though net sales declined 35 to yen98834 million A net loss of yen3686 million (fiscal 2010 saw a yen1288 million net loss) was posted reflecting ex-

traordinary losses of yen4800 million recorded in connection with the downsizing of the Finetech Business neverthe-less we were able to move ahead with reinforcement of the revenue structure throughout the Topcon Group at a faster pace than planned

ISSUES GOING FORWARDWith the downsizing of the Finetech Business the process of Reform and the considerable pain that accompanied it are largely concluded In addition we expect to be able to achieve a reduction of fixed costs and cost of goods sold during fiscal 2012 one year ahead of plan Looking ahead the growth strategy of Enhancement will be our priority task That is we will leverage our world-leading technologi-cal prowess and rapidly improving cost-competitiveness in pursuit of ldquomonozukurirdquo (superb manufacturing) which is fundamental to growth as we transition to a resilient cor-porate structure capable of sustainable expansion of both sales and profit

Q1 Given the record high appreciation of the yen how would you sum up fiscal 2011

A1 Although our consolidated net sales decreased we were able to make rapid progress with

restructuring our business and operating income has been on track for recovery In addition

we are on track to meet our targets for the reform project

ANALYSIS OF GAIN AND LOSS IN OPERATING INCOME (YoY) (FY2010 Actual Results gt FY2011 Actual Results)(Billions of yen)

18

(13)

2334

(49)

21 16

34

(13)

21

Results for FY2010(including the impact

of the earthquake)

ExchangeFluctuations

Decrease ofFixed-cost

Reduction ofCost of Goods

Sales Price Down

Change in SalesChange in

Sales Mix etcTotal Amount of

Gain andLoss Factors

Operating Income for FY2011(without the impact of

the earthquake)

Impact ofthe Earthquake

Operating Income for FY2011(including the impact of

the earthquake)

(Codes are based on gain and loss)

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 4: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

SurveyingTopconrsquos total stations are widely used in the global market We offer a lineup of products suited for various applications includ-ing imaging stations equipped with CCDs and capable of perform-ing image measurements and high precision total stations that can monitor large structures In addition we recently launched total stations equipped with the worldrsquos first TSshield user sup-port system which provides highly reliable customer support

Construction and Civil EngineeringOur machine control systems efficiently improve time savings and dramatically increase productivity of a wide variety of construction machinery on con-struction sites worldwide

Precision AgricultureBy applying Topconrsquos machine control technology to the global agricultural mar-ketplace the automation of agricultural machinery and the incorporation of infor-mation technology is improving any size farm operation Agricultural machines equipped with Topconrsquos innovative sys-temsmdashfrom crop monitoring to applica-tion control and from field guidance to land levelingmdashincrease yield while mini-mizing environmental impact

Machine Control 3D-MC mmGPS

Plant Nutrition Sensor CropSpecMobile Mapping System IP-S2 Lite

Robotic Total Station PS Series

TSshieldMobile 3D MeasurementBy simply mounting our sensor of Mobile Mapping System unit on a vehicle and driv-ing you can collect surrounding 3D posi-tional information and 360 degree images to create 3D virtual space using our worldrsquos first image processing technology

Ophthalmic InstrumentsAll over the world we supply diagnostic instruments that enable the observation and measurement of all parts of the eye including the cornea the crystalline lens and the retina In particular we maintain the top global market share for ophthalmic data management systems Moreover we are expanding our business to include not only diagnostic instruments but also instruments used in treatment and operating rooms such as laser photocoagulators and operation microscopes

Treatment

Ophthalmic IT SolutionsExamination

Instruments for eyeglasses shopsWe provide all types of vision-testing instrument and lens edgers used at eyeglasses shops Topconrsquos vision tester an instrument containing lenses for refraction of eye and other such devices are highly regarded not only in Japan but around the world

Ophthalmic Laser PhotocoagulatorPASCALreg

Compu VisionCV-5000S

Optical Coherence Tomography3D OCT Series

IMAGEnetTM

LED Chip Defect Inspection SystemVi-SW200C

Spectroradiometer SR-LED

LED-relatedIn LED-related fields we supply domes-tic and foreign LED chip manufacturers with spectroradiometers used for con-trolling the quality of LED lights LCD panel backlights and automotive head-lights The equipment controls lumi-nance and chromaticity levels color temperature characteristics and color rendering properties We also supply defect inspection equipment special-ized for use on LED chips

02

TOPCONrsquoS BUSINESS FIELDS

The Topcon Group provides many attractive products based on our unparalleled optical and cutting-edge digital technologies

A world leader in high-precision GPS and automated machine controlThe Positioning Company (formerly part of the Positioning Business Unit) is expanding exist-ing markets and developing new markets for automated construction machine control and precision agriculture through the integration of new technologies including machine con-trol image processing and GPS

A top three surveying instruments manufacturerThe Smart Infrastructure Company (formerly part of the Positioning Business Unit) has been Topconrsquos largest business segment since its establishment providing surveying instruments based on the opto-mechatronics technologies for measuring positions with distances and angles Utilizing laser and image processing technologies we provide various prod-ucts for high-precision measurement as a pioneer in the global market In the field of mobile 3D measure-ment our business is expanding into a wide range of applications including utilization of base mapping of ITS (Intelligent Transport Systems)

POSITIONINGCOMPANY

SMARTINFRA-STRUCTURECOMPANY

SurveyingTopconrsquos total stations are widely used in the global market We offer a lineup of products suited for various applications includ-ing imaging stations equipped with CCDs and capable of perform-ing image measurements and high precision total stations that can monitor large structures In addition we recently launched total stations equipped with the worldrsquos first TSshield user sup-port system which provides highly reliable customer support

Construction and Civil EngineeringOur machine control systems efficiently improve time savings and dramatically increase productivity of a wide variety of construction machinery on con-struction sites worldwide

Precision AgricultureBy applying Topconrsquos machine control technology to the global agricultural mar-ketplace the automation of agricultural machinery and the incorporation of infor-mation technology is improving any size farm operation Agricultural machines equipped with Topconrsquos innovative sys-temsmdashfrom crop monitoring to applica-tion control and from field guidance to land levelingmdashincrease yield while mini-mizing environmental impact

Machine Control 3D-MC mmGPS

Plant Nutrition Sensor CropSpecMobile Mapping System IP-S2 Lite

Robotic Total Station PS Series

TSshieldMobile 3D MeasurementBy simply mounting our sensor of Mobile Mapping System unit on a vehicle and driv-ing you can collect surrounding 3D posi-tional information and 360 degree images to create 3D virtual space using our worldrsquos first image processing technology

Ophthalmic InstrumentsAll over the world we supply diagnostic instruments that enable the observation and measurement of all parts of the eye including the cornea the crystalline lens and the retina In particular we maintain the top global market share for ophthalmic data management systems Moreover we are expanding our business to include not only diagnostic instruments but also instruments used in treatment and operating rooms such as laser photocoagulators and operation microscopes

Treatment

Ophthalmic IT SolutionsExamination

Instruments for eyeglasses shopsWe provide all types of vision-testing instrument and lens edgers used at eyeglasses shops Topconrsquos vision tester an instrument containing lenses for refraction of eye and other such devices are highly regarded not only in Japan but around the world

Ophthalmic Laser PhotocoagulatorPASCALreg

Compu VisionCV-5000S

Optical Coherence Tomography3D OCT Series

IMAGEnetTM

LED Chip Defect Inspection SystemVi-SW200C

Spectroradiometer SR-LED

LED-relatedIn LED-related fields we supply domes-tic and foreign LED chip manufacturers with spectroradiometers used for con-trolling the quality of LED lights LCD panel backlights and automotive head-lights The equipment controls lumi-nance and chromaticity levels color temperature characteristics and color rendering properties We also supply defect inspection equipment special-ized for use on LED chips

03

A top global brand of ophthalmic medical instrumentsWe provide ophthalmic diagnostic and treatment instruments ophthalmic diagnosis support systems primarily for use in ophthalmology departments in hospitals and optometric vision testing instruments for eyeglasses shops Furthermore we have lately been focusing on systems solutions the development of advanced ophthalmic medical instruments and preventative medical devices for such applications as the screening of compli-cations caused by diabetes

EYECARECOMPANY

OTHERBUSINESSES

1Å

1nm

1μm

1mm

1nm 10μ400nm 500nm 700nm 1μ(Electron(ElectronBeam)

(Ultraviolet) (Visible) (Infrared)

(Measurement PrecisionResolution)

( Wavelength( Wavelength Used) Used)

(Radio Waves)(Radio Waves)

Rotating Laser

3D OCT

Retinal Camera

Image Measurement

Total Station

SpecularMicroscopeMicroscope

SpecularMicroscope

Specular

GNSSMachineControls

Topconrsquos Strength A Wide Range of Wavelengths

Hybrid ElectronMicroscopes

SubstrateProjection Steppers

Chip DefectInspection System

Optical Measurement

Ophthalmic LaserPhotocoagulatorsOphthalmic LaserPhotocoagulatorsOphthalmic Laser

Auto RefractometerAuto Kerato-Refractometer

Rotating LaserRotating lasers improve the efficiency of various types of construction work by leveraging the characteristics of la-ser light and integrating unique func-tions (ie highly visible green lasers mmGPS that can achieve accurate lev-eling at a construction site having large difference in height and so on)

Image MeasurementOur image analysis and measurement technologies which are gained through our long years of experience enable non-contact measurement of objects They can also be applied to analysis and mea-surement using video images These ad-vanced technologies are widely utilized on mobile mapping systems analysis of 3D scanner data and imaging total stations

Total StationTotal stations measure 3D positions at distances of up to several ki-lometers with extremely high precision in the range from millimeters to centimeters in surveying and construction sites based on dis-tance and angle measurement technologies that use light Our di-verse product lineup supports various applications including models that can measure the surface point of an object without a prism models that are capable of highly accurate distance and angle mea-surement for monitoring of a large structure and industrial measure-ment and models equipped with a camera that can display live images superimposed by measurement results design data etc

Plant NutritionPlant NutritionSensors

Smart Infrastructure Company

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

04

TOPCONrsquoS STRENGTHA WIDE RANGEOF WAVELENGTHS

One of the strengths of the Topcon Group lies in our optical technology which spans a wide range of wavelengths from electron beams to infrared rays Leveraging this technological strength we continue to launch the worldrsquos first and No 1 products which are both unique and outstanding

3D OCT(Optical Coherence Tomography)The 3D OCT is a diagnostic instrument that combines a retinal camera with Optical Co-herence Tomography (OCT) which ac-quires a cross-sectional image of a biological body employing infrared light This instrument not only provides fundus photography but also 3D cross-sectional images of the layers inside the retina The 3D OCT enables the early detection and di-agnosis of various ophthalmic diseases

Ophthalmic Laser PhotocoagulatorsAn ophthalmic laser photocoagulator treats the ret-ina by using laser irradiation to burn diseased parts It is used to prevent formation of new breakable fragile blood vessels in the retina due to blocked blood flow caused by a clogged blood vessel or to burn away newly formed blood vessels to prevent bleeding The equipment is essential for ophthal-mic care and is used in the treatment of such con-ditions as diabetic retinopathy and retinal break which causes retinal detachment

GNSSTopcon pioneered the use of multi-constella-tion (GPS+GLONASS) GNSS receivers and its innovative leadership continues today Our high-precision GNSS receivers include unique features like universal channels that can track virtually any GNSS signal Fence Antennatrade technology for industry-leading tracking sensi-tivity and versatile communications options

Plant Nutrition SensorsTopcon has some revolutionary systems One is CropSpec which enables the appropriate application of fertilizer in real time by perform-ing non-contact monitoring of crop conditions using a broad spectrum laser Other systems provide guidance for agricultural machines and soil preparation Agricultural machines equipped with Topconrsquos revolutionary systems can dra-matically improve production while minimizing the environmental load

Machine ControlsTopcon is a world leader in automating con-struction equipment Our systems provide two- and three-dimensional grading excavat-ing or paving control Using sonic laser total station or GPS as control sources Topcon machine control systems increase the effi-ciency and quality of earthmoving and paving around the globe

Substrate Projection SteppersProjection steppers feature a large-aper-ture high-resolution objective lens (the worldrsquos No1) incorporating all of Topconrsquos optic technology They are used for the wiring patterning processes of the semi-conductor package substrate (substrate board) which is increasingly being minia-turized

Hybrid Electron MicroscopesThis product features an electron micro-scope equipped with an optical micro-scope and it realizes the worldrsquos first simultaneous observations by combining an SEM with an optical microscope It is an all-in-one electron microscope that represents a new concept and it features various other functions including height measurement elemental analysis un-coated observations etc

Auto RefractometerAuto Kerato-RefractometerAuto refractometers and auto kerato-refractome-ters automatically measure refractive error of the eye (near-sightedness far-sightedness and astig-matism) by using invisible near-infrared light They are used at many eyeglasses shops and ophthal-mology clinics An auto kerato-refractometer mea-sures the corneal curvature radius which is required for prescriptions for contact lenses

Eye Care Company

Positioning Company

Other Businesses

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1No1No1No1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

05

06

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

Operating results Net sales Positioning Business Eye Care Business Finetech Business Overseas Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio ()

yen 110818 50928 39828 20061 81027 10975 9205 7736 2893 3478 268 10178 (16185)

yen 56082 139362 43329

yen 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192

yen 112666 58031 33503 21131 83684 (6944) (9326) (9992) 2620 4619 1828 11589 (6991)

yen 39801 119702 49706

yen (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash

yen 94862 49350 31561 13950 69138 1405 545 133 2109 4531 1846 9609 1112

yen 40490 125539 51501

yen 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770

yen 102470 51559 30946 19964 74210 1799 608 (1288) 4499 3689 1596 10275 (7903)

yen 36908 124816 55300

yen (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash

yen 98834 52656 32598 13579 73949 2080 467 (3686) 3443 3115 1660 8707 (3575)

yen 32667 120777 58882

yen (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash

$ 1202513 640670 396621 165221 899739 25316 5685 (44851) 41890 37902 20200 105947 (43500)

$ 397457 1469490 716420

$ (0484) 4291

20083 20093 20103 20113 20123

Millions of yen

20123

Thousands ofUS dollars

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 Depreciation and amortization excludes the amortization of goodwill

07

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

103093083 113 123

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

12000 15

8000 10

4000 5

0 0

-4000 -5

-8000 -10

(Millions of yen) ()

103093083 113 123

Operating income (loss) (left)

Operating income ratio (right)

NET INCOME (LOSS) ANDNET INCOME RATIO

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

103093083 113 123

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OFRampD EXPENDITURES TO NET SALES

12000 12

10000 10

8000 8

6000 6

4000 4

2000 2

0 0

(Millions of yen) ()

RampD expenditures (left)

Ratio of RampD expenditures to net sales (right)

Free cash flow (left)

DE ratio (right)

Capital expenditures

Depreciation and amortization

ROE AND ROA

15

5

-5

10

0

-10

-15

-20

-25

()

Return on equity (ROE)

Return on assets (ROA)

PER AND PBR

400

300

200

100

0

20

15

10

05

0

(Times) (Times)

Price earnings ratio (PER) (left)

Price-book value ratio (PBR) (right)

INTEREST-BEARING LIABILITIES AND EQUITY RATIO

60000 60

50000 50

40000 40

30000 30

20000 20

10000 10

0 0

(Millions of yen) ()

Interest-bearing liabilities (left)

Equity ratio (right)

20000 200

10000 100

0 0

-10000 -100

-20000 -200

(Millions of yen) ()5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123 103093083 113 123 103093083 113 123

103093083 113 123 103093083 113 123 103093083 113 123

Positioning Business (left) Eye Care Business (left)

Finetech Business (left) Overseas net sales ratio (right)

FY2011 Financial Earnings Highlights

bullConsolidatednetsalesinFY2011endedMarch312012fell35yearonyeartoyen98834million

bullOperatingincomeclimbed156yearonyeartoyen2080million

bullTheCompanyrecordedanetlossofyen3686millionfromincurringextraordinarylossesincludinglosses posted in connection with the downsizing of the Finetech Business and solicitation for voluntary retirement

08

TO OUR STAKEHOLDERS

Returning to a sustainable profit-making structure

to become a truly global and truly excellent company

09

BUSINESS RESULTSSovereign risk has emerged in Europe while the yen has re-mained at record-high levels for a prolonged period of time since the Lehman shock The unprecedented natural disas-ters of the Great East Japan Earthquake and the flooding in Thailand added to the severe conditions facing Japanrsquos manufacturing industry In these circumstances the Topcon Group accelerated measures to reduce fixed costs and cost of goods sold after judging it essential to further strengthen profitability and improve our fiscal position In addition we went ahead with large-scale downsizing of the Finetech Business whose earnings environment had deteriorated As a result although the Positioning Business and the Eye Care Business performed solidly consolidated net sales for fiscal 2011 declined 35 year on year to yen98834 million owing to a significant decrease in sales in the Fine-tech Business Nevertheless operating income bottomed out rising 156 year on year to yen2080 million a result that justifies an expectation of growth The Company ultimately recorded a net loss of yen3686 million due to the posting of a loss on withdrawal from the Finetech Business However we are convinced that we will return to a profit-making structure from the next fiscal year Therefore taking into account that the significant cost bur-den associated with our reform project has run its course in fiscal 2011 and prioritizing a stable dividend payout the Company distributed a full-year cash dividend of yen4 per share unchanged from the previous fiscal year in the fiscal year under review

BASIC POLICY OF MID-TERM BUSINESS PLAN 2014Even in an environment where the yen is hitting record highs against other major currencies the Topcon Group has set a goal of yen10 billion in overall cost reduction over three years under the Mid-Term Business Plan 2013 as we seek to transition to a business structure that allows sus-tainable profitability We expect to achieve this goal in two yearsrsquo time thanks to how swiftly we are implementing our measures Thus under the Mid-Term Business Plan 2014 beginning in fiscal 2012 we will shift the priority from Re-form to Enhancement

Specifically as part of our efforts to speed up man-agement the Topcon Group will reorganize its major businesses to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company In addition we will launch a series of new competitive products as we firmly push ahead with Enhancement our strategy for growth

A RETURN TO SUSTAINABLE PROFITSIn fiscal 2012 we will seek a rapid recovery of profitability in addition to accomplishing our set goal of Reform Our long-term management stance based on the TOP-CON WAY set out in April 2011 is to establish corporate governance that is trusted by all of our stakeholders with thoroughgoing compliance Moreover we will dedicate ourselves to promoting CSR such as efforts for the sake of the global environment and other activities that contribute to society At the same time we will push vigorously to-ward our goal of becoming a truly global and truly excellent company that remains globally competitive in the face of the ongoing appreciation of the yen I would like to ask you all for your continuing support and encouragement

August 2012

NORIO UCHIDA President

10

INTERVIEWWITH THE PRESIDENT

FISCAL 2011 RESULTSThe ongoing appreciation of the yen made for a very chal-lenging business environment in fiscal 2011 which ended March 31 2012 for the Topcon Group where over 70 of our sales are overseas Nevertheless a recovery trend emerged in terms of revenue as well thanks to accelera-tion of measures to reduce fixed costs and cost of goods sold including solicitation for voluntary retirement and ef-forts to enhance the competitiveness of core businesses that resulted in sales growth in the Positioning Business in the United States and Japan and the Eye Care Business in Europe However the Finetech Business which provides semiconductor and flat-panel display (FPD) equipment was downsized significantly as it became difficult to se-cure earnings amid the effects of the stagnating market for semiconductors and liquid crystal displays (LCDs) As a result operating income increased 156 year on year to yen2080 million even though net sales declined 35 to yen98834 million A net loss of yen3686 million (fiscal 2010 saw a yen1288 million net loss) was posted reflecting ex-

traordinary losses of yen4800 million recorded in connection with the downsizing of the Finetech Business neverthe-less we were able to move ahead with reinforcement of the revenue structure throughout the Topcon Group at a faster pace than planned

ISSUES GOING FORWARDWith the downsizing of the Finetech Business the process of Reform and the considerable pain that accompanied it are largely concluded In addition we expect to be able to achieve a reduction of fixed costs and cost of goods sold during fiscal 2012 one year ahead of plan Looking ahead the growth strategy of Enhancement will be our priority task That is we will leverage our world-leading technologi-cal prowess and rapidly improving cost-competitiveness in pursuit of ldquomonozukurirdquo (superb manufacturing) which is fundamental to growth as we transition to a resilient cor-porate structure capable of sustainable expansion of both sales and profit

Q1 Given the record high appreciation of the yen how would you sum up fiscal 2011

A1 Although our consolidated net sales decreased we were able to make rapid progress with

restructuring our business and operating income has been on track for recovery In addition

we are on track to meet our targets for the reform project

ANALYSIS OF GAIN AND LOSS IN OPERATING INCOME (YoY) (FY2010 Actual Results gt FY2011 Actual Results)(Billions of yen)

18

(13)

2334

(49)

21 16

34

(13)

21

Results for FY2010(including the impact

of the earthquake)

ExchangeFluctuations

Decrease ofFixed-cost

Reduction ofCost of Goods

Sales Price Down

Change in SalesChange in

Sales Mix etcTotal Amount of

Gain andLoss Factors

Operating Income for FY2011(without the impact of

the earthquake)

Impact ofthe Earthquake

Operating Income for FY2011(including the impact of

the earthquake)

(Codes are based on gain and loss)

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 5: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

SurveyingTopconrsquos total stations are widely used in the global market We offer a lineup of products suited for various applications includ-ing imaging stations equipped with CCDs and capable of perform-ing image measurements and high precision total stations that can monitor large structures In addition we recently launched total stations equipped with the worldrsquos first TSshield user sup-port system which provides highly reliable customer support

Construction and Civil EngineeringOur machine control systems efficiently improve time savings and dramatically increase productivity of a wide variety of construction machinery on con-struction sites worldwide

Precision AgricultureBy applying Topconrsquos machine control technology to the global agricultural mar-ketplace the automation of agricultural machinery and the incorporation of infor-mation technology is improving any size farm operation Agricultural machines equipped with Topconrsquos innovative sys-temsmdashfrom crop monitoring to applica-tion control and from field guidance to land levelingmdashincrease yield while mini-mizing environmental impact

Machine Control 3D-MC mmGPS

Plant Nutrition Sensor CropSpecMobile Mapping System IP-S2 Lite

Robotic Total Station PS Series

TSshieldMobile 3D MeasurementBy simply mounting our sensor of Mobile Mapping System unit on a vehicle and driv-ing you can collect surrounding 3D posi-tional information and 360 degree images to create 3D virtual space using our worldrsquos first image processing technology

Ophthalmic InstrumentsAll over the world we supply diagnostic instruments that enable the observation and measurement of all parts of the eye including the cornea the crystalline lens and the retina In particular we maintain the top global market share for ophthalmic data management systems Moreover we are expanding our business to include not only diagnostic instruments but also instruments used in treatment and operating rooms such as laser photocoagulators and operation microscopes

Treatment

Ophthalmic IT SolutionsExamination

Instruments for eyeglasses shopsWe provide all types of vision-testing instrument and lens edgers used at eyeglasses shops Topconrsquos vision tester an instrument containing lenses for refraction of eye and other such devices are highly regarded not only in Japan but around the world

Ophthalmic Laser PhotocoagulatorPASCALreg

Compu VisionCV-5000S

Optical Coherence Tomography3D OCT Series

IMAGEnetTM

LED Chip Defect Inspection SystemVi-SW200C

Spectroradiometer SR-LED

LED-relatedIn LED-related fields we supply domes-tic and foreign LED chip manufacturers with spectroradiometers used for con-trolling the quality of LED lights LCD panel backlights and automotive head-lights The equipment controls lumi-nance and chromaticity levels color temperature characteristics and color rendering properties We also supply defect inspection equipment special-ized for use on LED chips

03

A top global brand of ophthalmic medical instrumentsWe provide ophthalmic diagnostic and treatment instruments ophthalmic diagnosis support systems primarily for use in ophthalmology departments in hospitals and optometric vision testing instruments for eyeglasses shops Furthermore we have lately been focusing on systems solutions the development of advanced ophthalmic medical instruments and preventative medical devices for such applications as the screening of compli-cations caused by diabetes

EYECARECOMPANY

OTHERBUSINESSES

1Å

1nm

1μm

1mm

1nm 10μ400nm 500nm 700nm 1μ(Electron(ElectronBeam)

(Ultraviolet) (Visible) (Infrared)

(Measurement PrecisionResolution)

( Wavelength( Wavelength Used) Used)

(Radio Waves)(Radio Waves)

Rotating Laser

3D OCT

Retinal Camera

Image Measurement

Total Station

SpecularMicroscopeMicroscope

SpecularMicroscope

Specular

GNSSMachineControls

Topconrsquos Strength A Wide Range of Wavelengths

Hybrid ElectronMicroscopes

SubstrateProjection Steppers

Chip DefectInspection System

Optical Measurement

Ophthalmic LaserPhotocoagulatorsOphthalmic LaserPhotocoagulatorsOphthalmic Laser

Auto RefractometerAuto Kerato-Refractometer

Rotating LaserRotating lasers improve the efficiency of various types of construction work by leveraging the characteristics of la-ser light and integrating unique func-tions (ie highly visible green lasers mmGPS that can achieve accurate lev-eling at a construction site having large difference in height and so on)

Image MeasurementOur image analysis and measurement technologies which are gained through our long years of experience enable non-contact measurement of objects They can also be applied to analysis and mea-surement using video images These ad-vanced technologies are widely utilized on mobile mapping systems analysis of 3D scanner data and imaging total stations

Total StationTotal stations measure 3D positions at distances of up to several ki-lometers with extremely high precision in the range from millimeters to centimeters in surveying and construction sites based on dis-tance and angle measurement technologies that use light Our di-verse product lineup supports various applications including models that can measure the surface point of an object without a prism models that are capable of highly accurate distance and angle mea-surement for monitoring of a large structure and industrial measure-ment and models equipped with a camera that can display live images superimposed by measurement results design data etc

Plant NutritionPlant NutritionSensors

Smart Infrastructure Company

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

04

TOPCONrsquoS STRENGTHA WIDE RANGEOF WAVELENGTHS

One of the strengths of the Topcon Group lies in our optical technology which spans a wide range of wavelengths from electron beams to infrared rays Leveraging this technological strength we continue to launch the worldrsquos first and No 1 products which are both unique and outstanding

3D OCT(Optical Coherence Tomography)The 3D OCT is a diagnostic instrument that combines a retinal camera with Optical Co-herence Tomography (OCT) which ac-quires a cross-sectional image of a biological body employing infrared light This instrument not only provides fundus photography but also 3D cross-sectional images of the layers inside the retina The 3D OCT enables the early detection and di-agnosis of various ophthalmic diseases

Ophthalmic Laser PhotocoagulatorsAn ophthalmic laser photocoagulator treats the ret-ina by using laser irradiation to burn diseased parts It is used to prevent formation of new breakable fragile blood vessels in the retina due to blocked blood flow caused by a clogged blood vessel or to burn away newly formed blood vessels to prevent bleeding The equipment is essential for ophthal-mic care and is used in the treatment of such con-ditions as diabetic retinopathy and retinal break which causes retinal detachment

GNSSTopcon pioneered the use of multi-constella-tion (GPS+GLONASS) GNSS receivers and its innovative leadership continues today Our high-precision GNSS receivers include unique features like universal channels that can track virtually any GNSS signal Fence Antennatrade technology for industry-leading tracking sensi-tivity and versatile communications options

Plant Nutrition SensorsTopcon has some revolutionary systems One is CropSpec which enables the appropriate application of fertilizer in real time by perform-ing non-contact monitoring of crop conditions using a broad spectrum laser Other systems provide guidance for agricultural machines and soil preparation Agricultural machines equipped with Topconrsquos revolutionary systems can dra-matically improve production while minimizing the environmental load

Machine ControlsTopcon is a world leader in automating con-struction equipment Our systems provide two- and three-dimensional grading excavat-ing or paving control Using sonic laser total station or GPS as control sources Topcon machine control systems increase the effi-ciency and quality of earthmoving and paving around the globe

Substrate Projection SteppersProjection steppers feature a large-aper-ture high-resolution objective lens (the worldrsquos No1) incorporating all of Topconrsquos optic technology They are used for the wiring patterning processes of the semi-conductor package substrate (substrate board) which is increasingly being minia-turized

Hybrid Electron MicroscopesThis product features an electron micro-scope equipped with an optical micro-scope and it realizes the worldrsquos first simultaneous observations by combining an SEM with an optical microscope It is an all-in-one electron microscope that represents a new concept and it features various other functions including height measurement elemental analysis un-coated observations etc

Auto RefractometerAuto Kerato-RefractometerAuto refractometers and auto kerato-refractome-ters automatically measure refractive error of the eye (near-sightedness far-sightedness and astig-matism) by using invisible near-infrared light They are used at many eyeglasses shops and ophthal-mology clinics An auto kerato-refractometer mea-sures the corneal curvature radius which is required for prescriptions for contact lenses

Eye Care Company

Positioning Company

Other Businesses

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1No1No1No1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

05

06

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

Operating results Net sales Positioning Business Eye Care Business Finetech Business Overseas Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio ()

yen 110818 50928 39828 20061 81027 10975 9205 7736 2893 3478 268 10178 (16185)

yen 56082 139362 43329

yen 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192

yen 112666 58031 33503 21131 83684 (6944) (9326) (9992) 2620 4619 1828 11589 (6991)

yen 39801 119702 49706

yen (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash

yen 94862 49350 31561 13950 69138 1405 545 133 2109 4531 1846 9609 1112

yen 40490 125539 51501

yen 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770

yen 102470 51559 30946 19964 74210 1799 608 (1288) 4499 3689 1596 10275 (7903)

yen 36908 124816 55300

yen (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash

yen 98834 52656 32598 13579 73949 2080 467 (3686) 3443 3115 1660 8707 (3575)

yen 32667 120777 58882

yen (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash

$ 1202513 640670 396621 165221 899739 25316 5685 (44851) 41890 37902 20200 105947 (43500)

$ 397457 1469490 716420

$ (0484) 4291

20083 20093 20103 20113 20123

Millions of yen

20123

Thousands ofUS dollars

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 Depreciation and amortization excludes the amortization of goodwill

07

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

103093083 113 123

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

12000 15

8000 10

4000 5

0 0

-4000 -5

-8000 -10

(Millions of yen) ()

103093083 113 123

Operating income (loss) (left)

Operating income ratio (right)

NET INCOME (LOSS) ANDNET INCOME RATIO

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

103093083 113 123

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OFRampD EXPENDITURES TO NET SALES

12000 12

10000 10

8000 8

6000 6

4000 4

2000 2

0 0

(Millions of yen) ()

RampD expenditures (left)

Ratio of RampD expenditures to net sales (right)

Free cash flow (left)

DE ratio (right)

Capital expenditures

Depreciation and amortization

ROE AND ROA

15

5

-5

10

0

-10

-15

-20

-25

()

Return on equity (ROE)

Return on assets (ROA)

PER AND PBR

400

300

200

100

0

20

15

10

05

0

(Times) (Times)

Price earnings ratio (PER) (left)

Price-book value ratio (PBR) (right)

INTEREST-BEARING LIABILITIES AND EQUITY RATIO

60000 60

50000 50

40000 40

30000 30

20000 20

10000 10

0 0

(Millions of yen) ()

Interest-bearing liabilities (left)

Equity ratio (right)

20000 200

10000 100

0 0

-10000 -100

-20000 -200

(Millions of yen) ()5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123 103093083 113 123 103093083 113 123

103093083 113 123 103093083 113 123 103093083 113 123

Positioning Business (left) Eye Care Business (left)

Finetech Business (left) Overseas net sales ratio (right)

FY2011 Financial Earnings Highlights

bullConsolidatednetsalesinFY2011endedMarch312012fell35yearonyeartoyen98834million

bullOperatingincomeclimbed156yearonyeartoyen2080million

bullTheCompanyrecordedanetlossofyen3686millionfromincurringextraordinarylossesincludinglosses posted in connection with the downsizing of the Finetech Business and solicitation for voluntary retirement

08

TO OUR STAKEHOLDERS

Returning to a sustainable profit-making structure

to become a truly global and truly excellent company

09

BUSINESS RESULTSSovereign risk has emerged in Europe while the yen has re-mained at record-high levels for a prolonged period of time since the Lehman shock The unprecedented natural disas-ters of the Great East Japan Earthquake and the flooding in Thailand added to the severe conditions facing Japanrsquos manufacturing industry In these circumstances the Topcon Group accelerated measures to reduce fixed costs and cost of goods sold after judging it essential to further strengthen profitability and improve our fiscal position In addition we went ahead with large-scale downsizing of the Finetech Business whose earnings environment had deteriorated As a result although the Positioning Business and the Eye Care Business performed solidly consolidated net sales for fiscal 2011 declined 35 year on year to yen98834 million owing to a significant decrease in sales in the Fine-tech Business Nevertheless operating income bottomed out rising 156 year on year to yen2080 million a result that justifies an expectation of growth The Company ultimately recorded a net loss of yen3686 million due to the posting of a loss on withdrawal from the Finetech Business However we are convinced that we will return to a profit-making structure from the next fiscal year Therefore taking into account that the significant cost bur-den associated with our reform project has run its course in fiscal 2011 and prioritizing a stable dividend payout the Company distributed a full-year cash dividend of yen4 per share unchanged from the previous fiscal year in the fiscal year under review

BASIC POLICY OF MID-TERM BUSINESS PLAN 2014Even in an environment where the yen is hitting record highs against other major currencies the Topcon Group has set a goal of yen10 billion in overall cost reduction over three years under the Mid-Term Business Plan 2013 as we seek to transition to a business structure that allows sus-tainable profitability We expect to achieve this goal in two yearsrsquo time thanks to how swiftly we are implementing our measures Thus under the Mid-Term Business Plan 2014 beginning in fiscal 2012 we will shift the priority from Re-form to Enhancement

Specifically as part of our efforts to speed up man-agement the Topcon Group will reorganize its major businesses to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company In addition we will launch a series of new competitive products as we firmly push ahead with Enhancement our strategy for growth

A RETURN TO SUSTAINABLE PROFITSIn fiscal 2012 we will seek a rapid recovery of profitability in addition to accomplishing our set goal of Reform Our long-term management stance based on the TOP-CON WAY set out in April 2011 is to establish corporate governance that is trusted by all of our stakeholders with thoroughgoing compliance Moreover we will dedicate ourselves to promoting CSR such as efforts for the sake of the global environment and other activities that contribute to society At the same time we will push vigorously to-ward our goal of becoming a truly global and truly excellent company that remains globally competitive in the face of the ongoing appreciation of the yen I would like to ask you all for your continuing support and encouragement

August 2012

NORIO UCHIDA President

10

INTERVIEWWITH THE PRESIDENT

FISCAL 2011 RESULTSThe ongoing appreciation of the yen made for a very chal-lenging business environment in fiscal 2011 which ended March 31 2012 for the Topcon Group where over 70 of our sales are overseas Nevertheless a recovery trend emerged in terms of revenue as well thanks to accelera-tion of measures to reduce fixed costs and cost of goods sold including solicitation for voluntary retirement and ef-forts to enhance the competitiveness of core businesses that resulted in sales growth in the Positioning Business in the United States and Japan and the Eye Care Business in Europe However the Finetech Business which provides semiconductor and flat-panel display (FPD) equipment was downsized significantly as it became difficult to se-cure earnings amid the effects of the stagnating market for semiconductors and liquid crystal displays (LCDs) As a result operating income increased 156 year on year to yen2080 million even though net sales declined 35 to yen98834 million A net loss of yen3686 million (fiscal 2010 saw a yen1288 million net loss) was posted reflecting ex-

traordinary losses of yen4800 million recorded in connection with the downsizing of the Finetech Business neverthe-less we were able to move ahead with reinforcement of the revenue structure throughout the Topcon Group at a faster pace than planned

ISSUES GOING FORWARDWith the downsizing of the Finetech Business the process of Reform and the considerable pain that accompanied it are largely concluded In addition we expect to be able to achieve a reduction of fixed costs and cost of goods sold during fiscal 2012 one year ahead of plan Looking ahead the growth strategy of Enhancement will be our priority task That is we will leverage our world-leading technologi-cal prowess and rapidly improving cost-competitiveness in pursuit of ldquomonozukurirdquo (superb manufacturing) which is fundamental to growth as we transition to a resilient cor-porate structure capable of sustainable expansion of both sales and profit

Q1 Given the record high appreciation of the yen how would you sum up fiscal 2011

A1 Although our consolidated net sales decreased we were able to make rapid progress with

restructuring our business and operating income has been on track for recovery In addition

we are on track to meet our targets for the reform project

ANALYSIS OF GAIN AND LOSS IN OPERATING INCOME (YoY) (FY2010 Actual Results gt FY2011 Actual Results)(Billions of yen)

18

(13)

2334

(49)

21 16

34

(13)

21

Results for FY2010(including the impact

of the earthquake)

ExchangeFluctuations

Decrease ofFixed-cost

Reduction ofCost of Goods

Sales Price Down

Change in SalesChange in

Sales Mix etcTotal Amount of

Gain andLoss Factors

Operating Income for FY2011(without the impact of

the earthquake)

Impact ofthe Earthquake

Operating Income for FY2011(including the impact of

the earthquake)

(Codes are based on gain and loss)

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 6: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

1Å

1nm

1μm

1mm

1nm 10μ400nm 500nm 700nm 1μ(Electron(ElectronBeam)

(Ultraviolet) (Visible) (Infrared)

(Measurement PrecisionResolution)

( Wavelength( Wavelength Used) Used)

(Radio Waves)(Radio Waves)

Rotating Laser

3D OCT

Retinal Camera

Image Measurement

Total Station

SpecularMicroscopeMicroscope

SpecularMicroscope

Specular

GNSSMachineControls

Topconrsquos Strength A Wide Range of Wavelengths

Hybrid ElectronMicroscopes

SubstrateProjection Steppers

Chip DefectInspection System

Optical Measurement

Ophthalmic LaserPhotocoagulatorsOphthalmic LaserPhotocoagulatorsOphthalmic Laser

Auto RefractometerAuto Kerato-Refractometer

Rotating LaserRotating lasers improve the efficiency of various types of construction work by leveraging the characteristics of la-ser light and integrating unique func-tions (ie highly visible green lasers mmGPS that can achieve accurate lev-eling at a construction site having large difference in height and so on)

Image MeasurementOur image analysis and measurement technologies which are gained through our long years of experience enable non-contact measurement of objects They can also be applied to analysis and mea-surement using video images These ad-vanced technologies are widely utilized on mobile mapping systems analysis of 3D scanner data and imaging total stations

Total StationTotal stations measure 3D positions at distances of up to several ki-lometers with extremely high precision in the range from millimeters to centimeters in surveying and construction sites based on dis-tance and angle measurement technologies that use light Our di-verse product lineup supports various applications including models that can measure the surface point of an object without a prism models that are capable of highly accurate distance and angle mea-surement for monitoring of a large structure and industrial measure-ment and models equipped with a camera that can display live images superimposed by measurement results design data etc

Plant NutritionPlant NutritionSensors

Smart Infrastructure Company

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

04

TOPCONrsquoS STRENGTHA WIDE RANGEOF WAVELENGTHS

One of the strengths of the Topcon Group lies in our optical technology which spans a wide range of wavelengths from electron beams to infrared rays Leveraging this technological strength we continue to launch the worldrsquos first and No 1 products which are both unique and outstanding

3D OCT(Optical Coherence Tomography)The 3D OCT is a diagnostic instrument that combines a retinal camera with Optical Co-herence Tomography (OCT) which ac-quires a cross-sectional image of a biological body employing infrared light This instrument not only provides fundus photography but also 3D cross-sectional images of the layers inside the retina The 3D OCT enables the early detection and di-agnosis of various ophthalmic diseases

Ophthalmic Laser PhotocoagulatorsAn ophthalmic laser photocoagulator treats the ret-ina by using laser irradiation to burn diseased parts It is used to prevent formation of new breakable fragile blood vessels in the retina due to blocked blood flow caused by a clogged blood vessel or to burn away newly formed blood vessels to prevent bleeding The equipment is essential for ophthal-mic care and is used in the treatment of such con-ditions as diabetic retinopathy and retinal break which causes retinal detachment

GNSSTopcon pioneered the use of multi-constella-tion (GPS+GLONASS) GNSS receivers and its innovative leadership continues today Our high-precision GNSS receivers include unique features like universal channels that can track virtually any GNSS signal Fence Antennatrade technology for industry-leading tracking sensi-tivity and versatile communications options

Plant Nutrition SensorsTopcon has some revolutionary systems One is CropSpec which enables the appropriate application of fertilizer in real time by perform-ing non-contact monitoring of crop conditions using a broad spectrum laser Other systems provide guidance for agricultural machines and soil preparation Agricultural machines equipped with Topconrsquos revolutionary systems can dra-matically improve production while minimizing the environmental load

Machine ControlsTopcon is a world leader in automating con-struction equipment Our systems provide two- and three-dimensional grading excavat-ing or paving control Using sonic laser total station or GPS as control sources Topcon machine control systems increase the effi-ciency and quality of earthmoving and paving around the globe

Substrate Projection SteppersProjection steppers feature a large-aper-ture high-resolution objective lens (the worldrsquos No1) incorporating all of Topconrsquos optic technology They are used for the wiring patterning processes of the semi-conductor package substrate (substrate board) which is increasingly being minia-turized

Hybrid Electron MicroscopesThis product features an electron micro-scope equipped with an optical micro-scope and it realizes the worldrsquos first simultaneous observations by combining an SEM with an optical microscope It is an all-in-one electron microscope that represents a new concept and it features various other functions including height measurement elemental analysis un-coated observations etc

Auto RefractometerAuto Kerato-RefractometerAuto refractometers and auto kerato-refractome-ters automatically measure refractive error of the eye (near-sightedness far-sightedness and astig-matism) by using invisible near-infrared light They are used at many eyeglasses shops and ophthal-mology clinics An auto kerato-refractometer mea-sures the corneal curvature radius which is required for prescriptions for contact lenses

Eye Care Company

Positioning Company

Other Businesses

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1No1No1No1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

05

06

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

Operating results Net sales Positioning Business Eye Care Business Finetech Business Overseas Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio ()

yen 110818 50928 39828 20061 81027 10975 9205 7736 2893 3478 268 10178 (16185)

yen 56082 139362 43329

yen 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192

yen 112666 58031 33503 21131 83684 (6944) (9326) (9992) 2620 4619 1828 11589 (6991)

yen 39801 119702 49706

yen (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash

yen 94862 49350 31561 13950 69138 1405 545 133 2109 4531 1846 9609 1112

yen 40490 125539 51501

yen 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770

yen 102470 51559 30946 19964 74210 1799 608 (1288) 4499 3689 1596 10275 (7903)

yen 36908 124816 55300

yen (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash

yen 98834 52656 32598 13579 73949 2080 467 (3686) 3443 3115 1660 8707 (3575)

yen 32667 120777 58882

yen (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash

$ 1202513 640670 396621 165221 899739 25316 5685 (44851) 41890 37902 20200 105947 (43500)

$ 397457 1469490 716420

$ (0484) 4291

20083 20093 20103 20113 20123

Millions of yen

20123

Thousands ofUS dollars

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 Depreciation and amortization excludes the amortization of goodwill

07

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

103093083 113 123

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

12000 15

8000 10

4000 5

0 0

-4000 -5

-8000 -10

(Millions of yen) ()

103093083 113 123

Operating income (loss) (left)

Operating income ratio (right)

NET INCOME (LOSS) ANDNET INCOME RATIO

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

103093083 113 123

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OFRampD EXPENDITURES TO NET SALES

12000 12

10000 10

8000 8

6000 6

4000 4

2000 2

0 0

(Millions of yen) ()

RampD expenditures (left)

Ratio of RampD expenditures to net sales (right)

Free cash flow (left)

DE ratio (right)

Capital expenditures

Depreciation and amortization

ROE AND ROA

15

5

-5

10

0

-10

-15

-20

-25

()

Return on equity (ROE)

Return on assets (ROA)

PER AND PBR

400

300

200

100

0

20

15

10

05

0

(Times) (Times)

Price earnings ratio (PER) (left)

Price-book value ratio (PBR) (right)

INTEREST-BEARING LIABILITIES AND EQUITY RATIO

60000 60

50000 50

40000 40

30000 30

20000 20

10000 10

0 0

(Millions of yen) ()

Interest-bearing liabilities (left)

Equity ratio (right)

20000 200

10000 100

0 0

-10000 -100

-20000 -200

(Millions of yen) ()5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123 103093083 113 123 103093083 113 123

103093083 113 123 103093083 113 123 103093083 113 123

Positioning Business (left) Eye Care Business (left)

Finetech Business (left) Overseas net sales ratio (right)

FY2011 Financial Earnings Highlights

bullConsolidatednetsalesinFY2011endedMarch312012fell35yearonyeartoyen98834million

bullOperatingincomeclimbed156yearonyeartoyen2080million

bullTheCompanyrecordedanetlossofyen3686millionfromincurringextraordinarylossesincludinglosses posted in connection with the downsizing of the Finetech Business and solicitation for voluntary retirement

08

TO OUR STAKEHOLDERS

Returning to a sustainable profit-making structure

to become a truly global and truly excellent company

09

BUSINESS RESULTSSovereign risk has emerged in Europe while the yen has re-mained at record-high levels for a prolonged period of time since the Lehman shock The unprecedented natural disas-ters of the Great East Japan Earthquake and the flooding in Thailand added to the severe conditions facing Japanrsquos manufacturing industry In these circumstances the Topcon Group accelerated measures to reduce fixed costs and cost of goods sold after judging it essential to further strengthen profitability and improve our fiscal position In addition we went ahead with large-scale downsizing of the Finetech Business whose earnings environment had deteriorated As a result although the Positioning Business and the Eye Care Business performed solidly consolidated net sales for fiscal 2011 declined 35 year on year to yen98834 million owing to a significant decrease in sales in the Fine-tech Business Nevertheless operating income bottomed out rising 156 year on year to yen2080 million a result that justifies an expectation of growth The Company ultimately recorded a net loss of yen3686 million due to the posting of a loss on withdrawal from the Finetech Business However we are convinced that we will return to a profit-making structure from the next fiscal year Therefore taking into account that the significant cost bur-den associated with our reform project has run its course in fiscal 2011 and prioritizing a stable dividend payout the Company distributed a full-year cash dividend of yen4 per share unchanged from the previous fiscal year in the fiscal year under review

BASIC POLICY OF MID-TERM BUSINESS PLAN 2014Even in an environment where the yen is hitting record highs against other major currencies the Topcon Group has set a goal of yen10 billion in overall cost reduction over three years under the Mid-Term Business Plan 2013 as we seek to transition to a business structure that allows sus-tainable profitability We expect to achieve this goal in two yearsrsquo time thanks to how swiftly we are implementing our measures Thus under the Mid-Term Business Plan 2014 beginning in fiscal 2012 we will shift the priority from Re-form to Enhancement

Specifically as part of our efforts to speed up man-agement the Topcon Group will reorganize its major businesses to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company In addition we will launch a series of new competitive products as we firmly push ahead with Enhancement our strategy for growth

A RETURN TO SUSTAINABLE PROFITSIn fiscal 2012 we will seek a rapid recovery of profitability in addition to accomplishing our set goal of Reform Our long-term management stance based on the TOP-CON WAY set out in April 2011 is to establish corporate governance that is trusted by all of our stakeholders with thoroughgoing compliance Moreover we will dedicate ourselves to promoting CSR such as efforts for the sake of the global environment and other activities that contribute to society At the same time we will push vigorously to-ward our goal of becoming a truly global and truly excellent company that remains globally competitive in the face of the ongoing appreciation of the yen I would like to ask you all for your continuing support and encouragement

August 2012

NORIO UCHIDA President

10

INTERVIEWWITH THE PRESIDENT

FISCAL 2011 RESULTSThe ongoing appreciation of the yen made for a very chal-lenging business environment in fiscal 2011 which ended March 31 2012 for the Topcon Group where over 70 of our sales are overseas Nevertheless a recovery trend emerged in terms of revenue as well thanks to accelera-tion of measures to reduce fixed costs and cost of goods sold including solicitation for voluntary retirement and ef-forts to enhance the competitiveness of core businesses that resulted in sales growth in the Positioning Business in the United States and Japan and the Eye Care Business in Europe However the Finetech Business which provides semiconductor and flat-panel display (FPD) equipment was downsized significantly as it became difficult to se-cure earnings amid the effects of the stagnating market for semiconductors and liquid crystal displays (LCDs) As a result operating income increased 156 year on year to yen2080 million even though net sales declined 35 to yen98834 million A net loss of yen3686 million (fiscal 2010 saw a yen1288 million net loss) was posted reflecting ex-

traordinary losses of yen4800 million recorded in connection with the downsizing of the Finetech Business neverthe-less we were able to move ahead with reinforcement of the revenue structure throughout the Topcon Group at a faster pace than planned

ISSUES GOING FORWARDWith the downsizing of the Finetech Business the process of Reform and the considerable pain that accompanied it are largely concluded In addition we expect to be able to achieve a reduction of fixed costs and cost of goods sold during fiscal 2012 one year ahead of plan Looking ahead the growth strategy of Enhancement will be our priority task That is we will leverage our world-leading technologi-cal prowess and rapidly improving cost-competitiveness in pursuit of ldquomonozukurirdquo (superb manufacturing) which is fundamental to growth as we transition to a resilient cor-porate structure capable of sustainable expansion of both sales and profit

Q1 Given the record high appreciation of the yen how would you sum up fiscal 2011

A1 Although our consolidated net sales decreased we were able to make rapid progress with

restructuring our business and operating income has been on track for recovery In addition

we are on track to meet our targets for the reform project

ANALYSIS OF GAIN AND LOSS IN OPERATING INCOME (YoY) (FY2010 Actual Results gt FY2011 Actual Results)(Billions of yen)

18

(13)

2334

(49)

21 16

34

(13)

21

Results for FY2010(including the impact

of the earthquake)

ExchangeFluctuations

Decrease ofFixed-cost

Reduction ofCost of Goods

Sales Price Down

Change in SalesChange in

Sales Mix etcTotal Amount of

Gain andLoss Factors

Operating Income for FY2011(without the impact of

the earthquake)

Impact ofthe Earthquake

Operating Income for FY2011(including the impact of

the earthquake)

(Codes are based on gain and loss)

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 7: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

3D OCT(Optical Coherence Tomography)The 3D OCT is a diagnostic instrument that combines a retinal camera with Optical Co-herence Tomography (OCT) which ac-quires a cross-sectional image of a biological body employing infrared light This instrument not only provides fundus photography but also 3D cross-sectional images of the layers inside the retina The 3D OCT enables the early detection and di-agnosis of various ophthalmic diseases

Ophthalmic Laser PhotocoagulatorsAn ophthalmic laser photocoagulator treats the ret-ina by using laser irradiation to burn diseased parts It is used to prevent formation of new breakable fragile blood vessels in the retina due to blocked blood flow caused by a clogged blood vessel or to burn away newly formed blood vessels to prevent bleeding The equipment is essential for ophthal-mic care and is used in the treatment of such con-ditions as diabetic retinopathy and retinal break which causes retinal detachment

GNSSTopcon pioneered the use of multi-constella-tion (GPS+GLONASS) GNSS receivers and its innovative leadership continues today Our high-precision GNSS receivers include unique features like universal channels that can track virtually any GNSS signal Fence Antennatrade technology for industry-leading tracking sensi-tivity and versatile communications options

Plant Nutrition SensorsTopcon has some revolutionary systems One is CropSpec which enables the appropriate application of fertilizer in real time by perform-ing non-contact monitoring of crop conditions using a broad spectrum laser Other systems provide guidance for agricultural machines and soil preparation Agricultural machines equipped with Topconrsquos revolutionary systems can dra-matically improve production while minimizing the environmental load

Machine ControlsTopcon is a world leader in automating con-struction equipment Our systems provide two- and three-dimensional grading excavat-ing or paving control Using sonic laser total station or GPS as control sources Topcon machine control systems increase the effi-ciency and quality of earthmoving and paving around the globe

Substrate Projection SteppersProjection steppers feature a large-aper-ture high-resolution objective lens (the worldrsquos No1) incorporating all of Topconrsquos optic technology They are used for the wiring patterning processes of the semi-conductor package substrate (substrate board) which is increasingly being minia-turized

Hybrid Electron MicroscopesThis product features an electron micro-scope equipped with an optical micro-scope and it realizes the worldrsquos first simultaneous observations by combining an SEM with an optical microscope It is an all-in-one electron microscope that represents a new concept and it features various other functions including height measurement elemental analysis un-coated observations etc

Auto RefractometerAuto Kerato-RefractometerAuto refractometers and auto kerato-refractome-ters automatically measure refractive error of the eye (near-sightedness far-sightedness and astig-matism) by using invisible near-infrared light They are used at many eyeglasses shops and ophthal-mology clinics An auto kerato-refractometer mea-sures the corneal curvature radius which is required for prescriptions for contact lenses

Eye Care Company

Positioning Company

Other Businesses

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1No1No1No1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

WorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosWorldrsquosNo1No1No1No1

05

06

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

Operating results Net sales Positioning Business Eye Care Business Finetech Business Overseas Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio ()

yen 110818 50928 39828 20061 81027 10975 9205 7736 2893 3478 268 10178 (16185)

yen 56082 139362 43329

yen 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192

yen 112666 58031 33503 21131 83684 (6944) (9326) (9992) 2620 4619 1828 11589 (6991)

yen 39801 119702 49706

yen (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash

yen 94862 49350 31561 13950 69138 1405 545 133 2109 4531 1846 9609 1112

yen 40490 125539 51501

yen 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770

yen 102470 51559 30946 19964 74210 1799 608 (1288) 4499 3689 1596 10275 (7903)

yen 36908 124816 55300

yen (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash

yen 98834 52656 32598 13579 73949 2080 467 (3686) 3443 3115 1660 8707 (3575)

yen 32667 120777 58882

yen (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash

$ 1202513 640670 396621 165221 899739 25316 5685 (44851) 41890 37902 20200 105947 (43500)

$ 397457 1469490 716420

$ (0484) 4291

20083 20093 20103 20113 20123

Millions of yen

20123

Thousands ofUS dollars

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 Depreciation and amortization excludes the amortization of goodwill

07

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

103093083 113 123

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

12000 15

8000 10

4000 5

0 0

-4000 -5

-8000 -10

(Millions of yen) ()

103093083 113 123

Operating income (loss) (left)

Operating income ratio (right)

NET INCOME (LOSS) ANDNET INCOME RATIO

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

103093083 113 123

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OFRampD EXPENDITURES TO NET SALES

12000 12

10000 10

8000 8

6000 6

4000 4

2000 2

0 0

(Millions of yen) ()

RampD expenditures (left)

Ratio of RampD expenditures to net sales (right)

Free cash flow (left)

DE ratio (right)

Capital expenditures

Depreciation and amortization

ROE AND ROA

15

5

-5

10

0

-10

-15

-20

-25

()

Return on equity (ROE)

Return on assets (ROA)

PER AND PBR

400

300

200

100

0

20

15

10

05

0

(Times) (Times)

Price earnings ratio (PER) (left)

Price-book value ratio (PBR) (right)

INTEREST-BEARING LIABILITIES AND EQUITY RATIO

60000 60

50000 50

40000 40

30000 30

20000 20

10000 10

0 0

(Millions of yen) ()

Interest-bearing liabilities (left)

Equity ratio (right)

20000 200

10000 100

0 0

-10000 -100

-20000 -200

(Millions of yen) ()5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123 103093083 113 123 103093083 113 123

103093083 113 123 103093083 113 123 103093083 113 123

Positioning Business (left) Eye Care Business (left)

Finetech Business (left) Overseas net sales ratio (right)

FY2011 Financial Earnings Highlights

bullConsolidatednetsalesinFY2011endedMarch312012fell35yearonyeartoyen98834million

bullOperatingincomeclimbed156yearonyeartoyen2080million

bullTheCompanyrecordedanetlossofyen3686millionfromincurringextraordinarylossesincludinglosses posted in connection with the downsizing of the Finetech Business and solicitation for voluntary retirement

08

TO OUR STAKEHOLDERS

Returning to a sustainable profit-making structure

to become a truly global and truly excellent company

09

BUSINESS RESULTSSovereign risk has emerged in Europe while the yen has re-mained at record-high levels for a prolonged period of time since the Lehman shock The unprecedented natural disas-ters of the Great East Japan Earthquake and the flooding in Thailand added to the severe conditions facing Japanrsquos manufacturing industry In these circumstances the Topcon Group accelerated measures to reduce fixed costs and cost of goods sold after judging it essential to further strengthen profitability and improve our fiscal position In addition we went ahead with large-scale downsizing of the Finetech Business whose earnings environment had deteriorated As a result although the Positioning Business and the Eye Care Business performed solidly consolidated net sales for fiscal 2011 declined 35 year on year to yen98834 million owing to a significant decrease in sales in the Fine-tech Business Nevertheless operating income bottomed out rising 156 year on year to yen2080 million a result that justifies an expectation of growth The Company ultimately recorded a net loss of yen3686 million due to the posting of a loss on withdrawal from the Finetech Business However we are convinced that we will return to a profit-making structure from the next fiscal year Therefore taking into account that the significant cost bur-den associated with our reform project has run its course in fiscal 2011 and prioritizing a stable dividend payout the Company distributed a full-year cash dividend of yen4 per share unchanged from the previous fiscal year in the fiscal year under review

BASIC POLICY OF MID-TERM BUSINESS PLAN 2014Even in an environment where the yen is hitting record highs against other major currencies the Topcon Group has set a goal of yen10 billion in overall cost reduction over three years under the Mid-Term Business Plan 2013 as we seek to transition to a business structure that allows sus-tainable profitability We expect to achieve this goal in two yearsrsquo time thanks to how swiftly we are implementing our measures Thus under the Mid-Term Business Plan 2014 beginning in fiscal 2012 we will shift the priority from Re-form to Enhancement

Specifically as part of our efforts to speed up man-agement the Topcon Group will reorganize its major businesses to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company In addition we will launch a series of new competitive products as we firmly push ahead with Enhancement our strategy for growth

A RETURN TO SUSTAINABLE PROFITSIn fiscal 2012 we will seek a rapid recovery of profitability in addition to accomplishing our set goal of Reform Our long-term management stance based on the TOP-CON WAY set out in April 2011 is to establish corporate governance that is trusted by all of our stakeholders with thoroughgoing compliance Moreover we will dedicate ourselves to promoting CSR such as efforts for the sake of the global environment and other activities that contribute to society At the same time we will push vigorously to-ward our goal of becoming a truly global and truly excellent company that remains globally competitive in the face of the ongoing appreciation of the yen I would like to ask you all for your continuing support and encouragement

August 2012

NORIO UCHIDA President

10

INTERVIEWWITH THE PRESIDENT

FISCAL 2011 RESULTSThe ongoing appreciation of the yen made for a very chal-lenging business environment in fiscal 2011 which ended March 31 2012 for the Topcon Group where over 70 of our sales are overseas Nevertheless a recovery trend emerged in terms of revenue as well thanks to accelera-tion of measures to reduce fixed costs and cost of goods sold including solicitation for voluntary retirement and ef-forts to enhance the competitiveness of core businesses that resulted in sales growth in the Positioning Business in the United States and Japan and the Eye Care Business in Europe However the Finetech Business which provides semiconductor and flat-panel display (FPD) equipment was downsized significantly as it became difficult to se-cure earnings amid the effects of the stagnating market for semiconductors and liquid crystal displays (LCDs) As a result operating income increased 156 year on year to yen2080 million even though net sales declined 35 to yen98834 million A net loss of yen3686 million (fiscal 2010 saw a yen1288 million net loss) was posted reflecting ex-

traordinary losses of yen4800 million recorded in connection with the downsizing of the Finetech Business neverthe-less we were able to move ahead with reinforcement of the revenue structure throughout the Topcon Group at a faster pace than planned

ISSUES GOING FORWARDWith the downsizing of the Finetech Business the process of Reform and the considerable pain that accompanied it are largely concluded In addition we expect to be able to achieve a reduction of fixed costs and cost of goods sold during fiscal 2012 one year ahead of plan Looking ahead the growth strategy of Enhancement will be our priority task That is we will leverage our world-leading technologi-cal prowess and rapidly improving cost-competitiveness in pursuit of ldquomonozukurirdquo (superb manufacturing) which is fundamental to growth as we transition to a resilient cor-porate structure capable of sustainable expansion of both sales and profit

Q1 Given the record high appreciation of the yen how would you sum up fiscal 2011

A1 Although our consolidated net sales decreased we were able to make rapid progress with

restructuring our business and operating income has been on track for recovery In addition

we are on track to meet our targets for the reform project

ANALYSIS OF GAIN AND LOSS IN OPERATING INCOME (YoY) (FY2010 Actual Results gt FY2011 Actual Results)(Billions of yen)

18

(13)

2334

(49)

21 16

34

(13)

21

Results for FY2010(including the impact

of the earthquake)

ExchangeFluctuations

Decrease ofFixed-cost

Reduction ofCost of Goods

Sales Price Down

Change in SalesChange in

Sales Mix etcTotal Amount of

Gain andLoss Factors

Operating Income for FY2011(without the impact of

the earthquake)

Impact ofthe Earthquake

Operating Income for FY2011(including the impact of

the earthquake)

(Codes are based on gain and loss)

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 8: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

06

CONSOLIDATED FINANCIAL HIGHLIGHTSTopcon Corporation and Consolidated Subsidiaries

Operating results Net sales Positioning Business Eye Care Business Finetech Business Overseas Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio ()

yen 110818 50928 39828 20061 81027 10975 9205 7736 2893 3478 268 10178 (16185)

yen 56082 139362 43329

yen 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192

yen 112666 58031 33503 21131 83684 (6944) (9326) (9992) 2620 4619 1828 11589 (6991)

yen 39801 119702 49706

yen (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash

yen 94862 49350 31561 13950 69138 1405 545 133 2109 4531 1846 9609 1112

yen 40490 125539 51501

yen 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770

yen 102470 51559 30946 19964 74210 1799 608 (1288) 4499 3689 1596 10275 (7903)

yen 36908 124816 55300

yen (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash

yen 98834 52656 32598 13579 73949 2080 467 (3686) 3443 3115 1660 8707 (3575)

yen 32667 120777 58882

yen (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash

$ 1202513 640670 396621 165221 899739 25316 5685 (44851) 41890 37902 20200 105947 (43500)

$ 397457 1469490 716420

$ (0484) 4291

20083 20093 20103 20113 20123

Millions of yen

20123

Thousands ofUS dollars

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 Depreciation and amortization excludes the amortization of goodwill

07

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

103093083 113 123

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

12000 15

8000 10

4000 5

0 0

-4000 -5

-8000 -10

(Millions of yen) ()

103093083 113 123

Operating income (loss) (left)

Operating income ratio (right)

NET INCOME (LOSS) ANDNET INCOME RATIO

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

103093083 113 123

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OFRampD EXPENDITURES TO NET SALES

12000 12

10000 10

8000 8

6000 6

4000 4

2000 2

0 0

(Millions of yen) ()

RampD expenditures (left)

Ratio of RampD expenditures to net sales (right)

Free cash flow (left)

DE ratio (right)

Capital expenditures

Depreciation and amortization

ROE AND ROA

15

5

-5

10

0

-10

-15

-20

-25

()

Return on equity (ROE)

Return on assets (ROA)

PER AND PBR

400

300

200

100

0

20

15

10

05

0

(Times) (Times)

Price earnings ratio (PER) (left)

Price-book value ratio (PBR) (right)

INTEREST-BEARING LIABILITIES AND EQUITY RATIO

60000 60

50000 50

40000 40

30000 30

20000 20

10000 10

0 0

(Millions of yen) ()

Interest-bearing liabilities (left)

Equity ratio (right)

20000 200

10000 100

0 0

-10000 -100

-20000 -200

(Millions of yen) ()5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123 103093083 113 123 103093083 113 123

103093083 113 123 103093083 113 123 103093083 113 123

Positioning Business (left) Eye Care Business (left)

Finetech Business (left) Overseas net sales ratio (right)

FY2011 Financial Earnings Highlights

bullConsolidatednetsalesinFY2011endedMarch312012fell35yearonyeartoyen98834million

bullOperatingincomeclimbed156yearonyeartoyen2080million

bullTheCompanyrecordedanetlossofyen3686millionfromincurringextraordinarylossesincludinglosses posted in connection with the downsizing of the Finetech Business and solicitation for voluntary retirement

08

TO OUR STAKEHOLDERS

Returning to a sustainable profit-making structure

to become a truly global and truly excellent company

09

BUSINESS RESULTSSovereign risk has emerged in Europe while the yen has re-mained at record-high levels for a prolonged period of time since the Lehman shock The unprecedented natural disas-ters of the Great East Japan Earthquake and the flooding in Thailand added to the severe conditions facing Japanrsquos manufacturing industry In these circumstances the Topcon Group accelerated measures to reduce fixed costs and cost of goods sold after judging it essential to further strengthen profitability and improve our fiscal position In addition we went ahead with large-scale downsizing of the Finetech Business whose earnings environment had deteriorated As a result although the Positioning Business and the Eye Care Business performed solidly consolidated net sales for fiscal 2011 declined 35 year on year to yen98834 million owing to a significant decrease in sales in the Fine-tech Business Nevertheless operating income bottomed out rising 156 year on year to yen2080 million a result that justifies an expectation of growth The Company ultimately recorded a net loss of yen3686 million due to the posting of a loss on withdrawal from the Finetech Business However we are convinced that we will return to a profit-making structure from the next fiscal year Therefore taking into account that the significant cost bur-den associated with our reform project has run its course in fiscal 2011 and prioritizing a stable dividend payout the Company distributed a full-year cash dividend of yen4 per share unchanged from the previous fiscal year in the fiscal year under review

BASIC POLICY OF MID-TERM BUSINESS PLAN 2014Even in an environment where the yen is hitting record highs against other major currencies the Topcon Group has set a goal of yen10 billion in overall cost reduction over three years under the Mid-Term Business Plan 2013 as we seek to transition to a business structure that allows sus-tainable profitability We expect to achieve this goal in two yearsrsquo time thanks to how swiftly we are implementing our measures Thus under the Mid-Term Business Plan 2014 beginning in fiscal 2012 we will shift the priority from Re-form to Enhancement

Specifically as part of our efforts to speed up man-agement the Topcon Group will reorganize its major businesses to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company In addition we will launch a series of new competitive products as we firmly push ahead with Enhancement our strategy for growth

A RETURN TO SUSTAINABLE PROFITSIn fiscal 2012 we will seek a rapid recovery of profitability in addition to accomplishing our set goal of Reform Our long-term management stance based on the TOP-CON WAY set out in April 2011 is to establish corporate governance that is trusted by all of our stakeholders with thoroughgoing compliance Moreover we will dedicate ourselves to promoting CSR such as efforts for the sake of the global environment and other activities that contribute to society At the same time we will push vigorously to-ward our goal of becoming a truly global and truly excellent company that remains globally competitive in the face of the ongoing appreciation of the yen I would like to ask you all for your continuing support and encouragement

August 2012

NORIO UCHIDA President

10

INTERVIEWWITH THE PRESIDENT

FISCAL 2011 RESULTSThe ongoing appreciation of the yen made for a very chal-lenging business environment in fiscal 2011 which ended March 31 2012 for the Topcon Group where over 70 of our sales are overseas Nevertheless a recovery trend emerged in terms of revenue as well thanks to accelera-tion of measures to reduce fixed costs and cost of goods sold including solicitation for voluntary retirement and ef-forts to enhance the competitiveness of core businesses that resulted in sales growth in the Positioning Business in the United States and Japan and the Eye Care Business in Europe However the Finetech Business which provides semiconductor and flat-panel display (FPD) equipment was downsized significantly as it became difficult to se-cure earnings amid the effects of the stagnating market for semiconductors and liquid crystal displays (LCDs) As a result operating income increased 156 year on year to yen2080 million even though net sales declined 35 to yen98834 million A net loss of yen3686 million (fiscal 2010 saw a yen1288 million net loss) was posted reflecting ex-

traordinary losses of yen4800 million recorded in connection with the downsizing of the Finetech Business neverthe-less we were able to move ahead with reinforcement of the revenue structure throughout the Topcon Group at a faster pace than planned

ISSUES GOING FORWARDWith the downsizing of the Finetech Business the process of Reform and the considerable pain that accompanied it are largely concluded In addition we expect to be able to achieve a reduction of fixed costs and cost of goods sold during fiscal 2012 one year ahead of plan Looking ahead the growth strategy of Enhancement will be our priority task That is we will leverage our world-leading technologi-cal prowess and rapidly improving cost-competitiveness in pursuit of ldquomonozukurirdquo (superb manufacturing) which is fundamental to growth as we transition to a resilient cor-porate structure capable of sustainable expansion of both sales and profit

Q1 Given the record high appreciation of the yen how would you sum up fiscal 2011

A1 Although our consolidated net sales decreased we were able to make rapid progress with

restructuring our business and operating income has been on track for recovery In addition

we are on track to meet our targets for the reform project

ANALYSIS OF GAIN AND LOSS IN OPERATING INCOME (YoY) (FY2010 Actual Results gt FY2011 Actual Results)(Billions of yen)

18

(13)

2334

(49)

21 16

34

(13)

21

Results for FY2010(including the impact

of the earthquake)

ExchangeFluctuations

Decrease ofFixed-cost

Reduction ofCost of Goods

Sales Price Down

Change in SalesChange in

Sales Mix etcTotal Amount of

Gain andLoss Factors

Operating Income for FY2011(without the impact of

the earthquake)

Impact ofthe Earthquake

Operating Income for FY2011(including the impact of

the earthquake)

(Codes are based on gain and loss)

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 9: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

07

NET SALES AND OVERSEAS NET SALES RATIO

120000 80

100000 75

80000 70

60000 65

40000 60

20000 55

0 0

(Millions of yen) ()

103093083 113 123

OPERATING INCOME (LOSS) AND OPERATING INCOME RATIO

12000 15

8000 10

4000 5

0 0

-4000 -5

-8000 -10

(Millions of yen) ()

103093083 113 123

Operating income (loss) (left)

Operating income ratio (right)

NET INCOME (LOSS) ANDNET INCOME RATIO

10000 10

5000 5

0 0

-5000 -5

-10000 -10

(Millions of yen) ()

103093083 113 123

Net income (loss) (left)

Net income ratio (right)

FREE CASH FLOWS AND DE RATIO

CAPITAL EXPENDITURES ANDDEPRECIATION AND AMORTIZATION

RampD EXPENDITURES AND RATIO OFRampD EXPENDITURES TO NET SALES

12000 12

10000 10

8000 8

6000 6

4000 4

2000 2

0 0

(Millions of yen) ()

RampD expenditures (left)

Ratio of RampD expenditures to net sales (right)

Free cash flow (left)

DE ratio (right)

Capital expenditures

Depreciation and amortization

ROE AND ROA

15

5

-5

10

0

-10

-15

-20

-25

()

Return on equity (ROE)

Return on assets (ROA)

PER AND PBR

400

300

200

100

0

20

15

10

05

0

(Times) (Times)

Price earnings ratio (PER) (left)

Price-book value ratio (PBR) (right)

INTEREST-BEARING LIABILITIES AND EQUITY RATIO

60000 60

50000 50

40000 40

30000 30

20000 20

10000 10

0 0

(Millions of yen) ()

Interest-bearing liabilities (left)

Equity ratio (right)

20000 200

10000 100

0 0

-10000 -100

-20000 -200

(Millions of yen) ()5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123 103093083 113 123 103093083 113 123

103093083 113 123 103093083 113 123 103093083 113 123

Positioning Business (left) Eye Care Business (left)

Finetech Business (left) Overseas net sales ratio (right)

FY2011 Financial Earnings Highlights

bullConsolidatednetsalesinFY2011endedMarch312012fell35yearonyeartoyen98834million

bullOperatingincomeclimbed156yearonyeartoyen2080million

bullTheCompanyrecordedanetlossofyen3686millionfromincurringextraordinarylossesincludinglosses posted in connection with the downsizing of the Finetech Business and solicitation for voluntary retirement

08

TO OUR STAKEHOLDERS

Returning to a sustainable profit-making structure

to become a truly global and truly excellent company

09

BUSINESS RESULTSSovereign risk has emerged in Europe while the yen has re-mained at record-high levels for a prolonged period of time since the Lehman shock The unprecedented natural disas-ters of the Great East Japan Earthquake and the flooding in Thailand added to the severe conditions facing Japanrsquos manufacturing industry In these circumstances the Topcon Group accelerated measures to reduce fixed costs and cost of goods sold after judging it essential to further strengthen profitability and improve our fiscal position In addition we went ahead with large-scale downsizing of the Finetech Business whose earnings environment had deteriorated As a result although the Positioning Business and the Eye Care Business performed solidly consolidated net sales for fiscal 2011 declined 35 year on year to yen98834 million owing to a significant decrease in sales in the Fine-tech Business Nevertheless operating income bottomed out rising 156 year on year to yen2080 million a result that justifies an expectation of growth The Company ultimately recorded a net loss of yen3686 million due to the posting of a loss on withdrawal from the Finetech Business However we are convinced that we will return to a profit-making structure from the next fiscal year Therefore taking into account that the significant cost bur-den associated with our reform project has run its course in fiscal 2011 and prioritizing a stable dividend payout the Company distributed a full-year cash dividend of yen4 per share unchanged from the previous fiscal year in the fiscal year under review

BASIC POLICY OF MID-TERM BUSINESS PLAN 2014Even in an environment where the yen is hitting record highs against other major currencies the Topcon Group has set a goal of yen10 billion in overall cost reduction over three years under the Mid-Term Business Plan 2013 as we seek to transition to a business structure that allows sus-tainable profitability We expect to achieve this goal in two yearsrsquo time thanks to how swiftly we are implementing our measures Thus under the Mid-Term Business Plan 2014 beginning in fiscal 2012 we will shift the priority from Re-form to Enhancement

Specifically as part of our efforts to speed up man-agement the Topcon Group will reorganize its major businesses to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company In addition we will launch a series of new competitive products as we firmly push ahead with Enhancement our strategy for growth

A RETURN TO SUSTAINABLE PROFITSIn fiscal 2012 we will seek a rapid recovery of profitability in addition to accomplishing our set goal of Reform Our long-term management stance based on the TOP-CON WAY set out in April 2011 is to establish corporate governance that is trusted by all of our stakeholders with thoroughgoing compliance Moreover we will dedicate ourselves to promoting CSR such as efforts for the sake of the global environment and other activities that contribute to society At the same time we will push vigorously to-ward our goal of becoming a truly global and truly excellent company that remains globally competitive in the face of the ongoing appreciation of the yen I would like to ask you all for your continuing support and encouragement

August 2012

NORIO UCHIDA President

10

INTERVIEWWITH THE PRESIDENT

FISCAL 2011 RESULTSThe ongoing appreciation of the yen made for a very chal-lenging business environment in fiscal 2011 which ended March 31 2012 for the Topcon Group where over 70 of our sales are overseas Nevertheless a recovery trend emerged in terms of revenue as well thanks to accelera-tion of measures to reduce fixed costs and cost of goods sold including solicitation for voluntary retirement and ef-forts to enhance the competitiveness of core businesses that resulted in sales growth in the Positioning Business in the United States and Japan and the Eye Care Business in Europe However the Finetech Business which provides semiconductor and flat-panel display (FPD) equipment was downsized significantly as it became difficult to se-cure earnings amid the effects of the stagnating market for semiconductors and liquid crystal displays (LCDs) As a result operating income increased 156 year on year to yen2080 million even though net sales declined 35 to yen98834 million A net loss of yen3686 million (fiscal 2010 saw a yen1288 million net loss) was posted reflecting ex-

traordinary losses of yen4800 million recorded in connection with the downsizing of the Finetech Business neverthe-less we were able to move ahead with reinforcement of the revenue structure throughout the Topcon Group at a faster pace than planned

ISSUES GOING FORWARDWith the downsizing of the Finetech Business the process of Reform and the considerable pain that accompanied it are largely concluded In addition we expect to be able to achieve a reduction of fixed costs and cost of goods sold during fiscal 2012 one year ahead of plan Looking ahead the growth strategy of Enhancement will be our priority task That is we will leverage our world-leading technologi-cal prowess and rapidly improving cost-competitiveness in pursuit of ldquomonozukurirdquo (superb manufacturing) which is fundamental to growth as we transition to a resilient cor-porate structure capable of sustainable expansion of both sales and profit

Q1 Given the record high appreciation of the yen how would you sum up fiscal 2011

A1 Although our consolidated net sales decreased we were able to make rapid progress with

restructuring our business and operating income has been on track for recovery In addition

we are on track to meet our targets for the reform project

ANALYSIS OF GAIN AND LOSS IN OPERATING INCOME (YoY) (FY2010 Actual Results gt FY2011 Actual Results)(Billions of yen)

18

(13)

2334

(49)

21 16

34

(13)

21

Results for FY2010(including the impact

of the earthquake)

ExchangeFluctuations

Decrease ofFixed-cost

Reduction ofCost of Goods

Sales Price Down

Change in SalesChange in

Sales Mix etcTotal Amount of

Gain andLoss Factors

Operating Income for FY2011(without the impact of

the earthquake)

Impact ofthe Earthquake

Operating Income for FY2011(including the impact of

the earthquake)

(Codes are based on gain and loss)

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 10: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

08

TO OUR STAKEHOLDERS

Returning to a sustainable profit-making structure

to become a truly global and truly excellent company

09

BUSINESS RESULTSSovereign risk has emerged in Europe while the yen has re-mained at record-high levels for a prolonged period of time since the Lehman shock The unprecedented natural disas-ters of the Great East Japan Earthquake and the flooding in Thailand added to the severe conditions facing Japanrsquos manufacturing industry In these circumstances the Topcon Group accelerated measures to reduce fixed costs and cost of goods sold after judging it essential to further strengthen profitability and improve our fiscal position In addition we went ahead with large-scale downsizing of the Finetech Business whose earnings environment had deteriorated As a result although the Positioning Business and the Eye Care Business performed solidly consolidated net sales for fiscal 2011 declined 35 year on year to yen98834 million owing to a significant decrease in sales in the Fine-tech Business Nevertheless operating income bottomed out rising 156 year on year to yen2080 million a result that justifies an expectation of growth The Company ultimately recorded a net loss of yen3686 million due to the posting of a loss on withdrawal from the Finetech Business However we are convinced that we will return to a profit-making structure from the next fiscal year Therefore taking into account that the significant cost bur-den associated with our reform project has run its course in fiscal 2011 and prioritizing a stable dividend payout the Company distributed a full-year cash dividend of yen4 per share unchanged from the previous fiscal year in the fiscal year under review

BASIC POLICY OF MID-TERM BUSINESS PLAN 2014Even in an environment where the yen is hitting record highs against other major currencies the Topcon Group has set a goal of yen10 billion in overall cost reduction over three years under the Mid-Term Business Plan 2013 as we seek to transition to a business structure that allows sus-tainable profitability We expect to achieve this goal in two yearsrsquo time thanks to how swiftly we are implementing our measures Thus under the Mid-Term Business Plan 2014 beginning in fiscal 2012 we will shift the priority from Re-form to Enhancement

Specifically as part of our efforts to speed up man-agement the Topcon Group will reorganize its major businesses to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company In addition we will launch a series of new competitive products as we firmly push ahead with Enhancement our strategy for growth

A RETURN TO SUSTAINABLE PROFITSIn fiscal 2012 we will seek a rapid recovery of profitability in addition to accomplishing our set goal of Reform Our long-term management stance based on the TOP-CON WAY set out in April 2011 is to establish corporate governance that is trusted by all of our stakeholders with thoroughgoing compliance Moreover we will dedicate ourselves to promoting CSR such as efforts for the sake of the global environment and other activities that contribute to society At the same time we will push vigorously to-ward our goal of becoming a truly global and truly excellent company that remains globally competitive in the face of the ongoing appreciation of the yen I would like to ask you all for your continuing support and encouragement

August 2012

NORIO UCHIDA President

10

INTERVIEWWITH THE PRESIDENT

FISCAL 2011 RESULTSThe ongoing appreciation of the yen made for a very chal-lenging business environment in fiscal 2011 which ended March 31 2012 for the Topcon Group where over 70 of our sales are overseas Nevertheless a recovery trend emerged in terms of revenue as well thanks to accelera-tion of measures to reduce fixed costs and cost of goods sold including solicitation for voluntary retirement and ef-forts to enhance the competitiveness of core businesses that resulted in sales growth in the Positioning Business in the United States and Japan and the Eye Care Business in Europe However the Finetech Business which provides semiconductor and flat-panel display (FPD) equipment was downsized significantly as it became difficult to se-cure earnings amid the effects of the stagnating market for semiconductors and liquid crystal displays (LCDs) As a result operating income increased 156 year on year to yen2080 million even though net sales declined 35 to yen98834 million A net loss of yen3686 million (fiscal 2010 saw a yen1288 million net loss) was posted reflecting ex-

traordinary losses of yen4800 million recorded in connection with the downsizing of the Finetech Business neverthe-less we were able to move ahead with reinforcement of the revenue structure throughout the Topcon Group at a faster pace than planned

ISSUES GOING FORWARDWith the downsizing of the Finetech Business the process of Reform and the considerable pain that accompanied it are largely concluded In addition we expect to be able to achieve a reduction of fixed costs and cost of goods sold during fiscal 2012 one year ahead of plan Looking ahead the growth strategy of Enhancement will be our priority task That is we will leverage our world-leading technologi-cal prowess and rapidly improving cost-competitiveness in pursuit of ldquomonozukurirdquo (superb manufacturing) which is fundamental to growth as we transition to a resilient cor-porate structure capable of sustainable expansion of both sales and profit

Q1 Given the record high appreciation of the yen how would you sum up fiscal 2011

A1 Although our consolidated net sales decreased we were able to make rapid progress with

restructuring our business and operating income has been on track for recovery In addition

we are on track to meet our targets for the reform project

ANALYSIS OF GAIN AND LOSS IN OPERATING INCOME (YoY) (FY2010 Actual Results gt FY2011 Actual Results)(Billions of yen)

18

(13)

2334

(49)

21 16

34

(13)

21

Results for FY2010(including the impact

of the earthquake)

ExchangeFluctuations

Decrease ofFixed-cost

Reduction ofCost of Goods

Sales Price Down

Change in SalesChange in

Sales Mix etcTotal Amount of

Gain andLoss Factors

Operating Income for FY2011(without the impact of

the earthquake)

Impact ofthe Earthquake

Operating Income for FY2011(including the impact of

the earthquake)

(Codes are based on gain and loss)

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 11: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

09

BUSINESS RESULTSSovereign risk has emerged in Europe while the yen has re-mained at record-high levels for a prolonged period of time since the Lehman shock The unprecedented natural disas-ters of the Great East Japan Earthquake and the flooding in Thailand added to the severe conditions facing Japanrsquos manufacturing industry In these circumstances the Topcon Group accelerated measures to reduce fixed costs and cost of goods sold after judging it essential to further strengthen profitability and improve our fiscal position In addition we went ahead with large-scale downsizing of the Finetech Business whose earnings environment had deteriorated As a result although the Positioning Business and the Eye Care Business performed solidly consolidated net sales for fiscal 2011 declined 35 year on year to yen98834 million owing to a significant decrease in sales in the Fine-tech Business Nevertheless operating income bottomed out rising 156 year on year to yen2080 million a result that justifies an expectation of growth The Company ultimately recorded a net loss of yen3686 million due to the posting of a loss on withdrawal from the Finetech Business However we are convinced that we will return to a profit-making structure from the next fiscal year Therefore taking into account that the significant cost bur-den associated with our reform project has run its course in fiscal 2011 and prioritizing a stable dividend payout the Company distributed a full-year cash dividend of yen4 per share unchanged from the previous fiscal year in the fiscal year under review

BASIC POLICY OF MID-TERM BUSINESS PLAN 2014Even in an environment where the yen is hitting record highs against other major currencies the Topcon Group has set a goal of yen10 billion in overall cost reduction over three years under the Mid-Term Business Plan 2013 as we seek to transition to a business structure that allows sus-tainable profitability We expect to achieve this goal in two yearsrsquo time thanks to how swiftly we are implementing our measures Thus under the Mid-Term Business Plan 2014 beginning in fiscal 2012 we will shift the priority from Re-form to Enhancement

Specifically as part of our efforts to speed up man-agement the Topcon Group will reorganize its major businesses to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company In addition we will launch a series of new competitive products as we firmly push ahead with Enhancement our strategy for growth

A RETURN TO SUSTAINABLE PROFITSIn fiscal 2012 we will seek a rapid recovery of profitability in addition to accomplishing our set goal of Reform Our long-term management stance based on the TOP-CON WAY set out in April 2011 is to establish corporate governance that is trusted by all of our stakeholders with thoroughgoing compliance Moreover we will dedicate ourselves to promoting CSR such as efforts for the sake of the global environment and other activities that contribute to society At the same time we will push vigorously to-ward our goal of becoming a truly global and truly excellent company that remains globally competitive in the face of the ongoing appreciation of the yen I would like to ask you all for your continuing support and encouragement

August 2012

NORIO UCHIDA President

10

INTERVIEWWITH THE PRESIDENT

FISCAL 2011 RESULTSThe ongoing appreciation of the yen made for a very chal-lenging business environment in fiscal 2011 which ended March 31 2012 for the Topcon Group where over 70 of our sales are overseas Nevertheless a recovery trend emerged in terms of revenue as well thanks to accelera-tion of measures to reduce fixed costs and cost of goods sold including solicitation for voluntary retirement and ef-forts to enhance the competitiveness of core businesses that resulted in sales growth in the Positioning Business in the United States and Japan and the Eye Care Business in Europe However the Finetech Business which provides semiconductor and flat-panel display (FPD) equipment was downsized significantly as it became difficult to se-cure earnings amid the effects of the stagnating market for semiconductors and liquid crystal displays (LCDs) As a result operating income increased 156 year on year to yen2080 million even though net sales declined 35 to yen98834 million A net loss of yen3686 million (fiscal 2010 saw a yen1288 million net loss) was posted reflecting ex-

traordinary losses of yen4800 million recorded in connection with the downsizing of the Finetech Business neverthe-less we were able to move ahead with reinforcement of the revenue structure throughout the Topcon Group at a faster pace than planned

ISSUES GOING FORWARDWith the downsizing of the Finetech Business the process of Reform and the considerable pain that accompanied it are largely concluded In addition we expect to be able to achieve a reduction of fixed costs and cost of goods sold during fiscal 2012 one year ahead of plan Looking ahead the growth strategy of Enhancement will be our priority task That is we will leverage our world-leading technologi-cal prowess and rapidly improving cost-competitiveness in pursuit of ldquomonozukurirdquo (superb manufacturing) which is fundamental to growth as we transition to a resilient cor-porate structure capable of sustainable expansion of both sales and profit

Q1 Given the record high appreciation of the yen how would you sum up fiscal 2011

A1 Although our consolidated net sales decreased we were able to make rapid progress with

restructuring our business and operating income has been on track for recovery In addition

we are on track to meet our targets for the reform project

ANALYSIS OF GAIN AND LOSS IN OPERATING INCOME (YoY) (FY2010 Actual Results gt FY2011 Actual Results)(Billions of yen)

18

(13)

2334

(49)

21 16

34

(13)

21

Results for FY2010(including the impact

of the earthquake)

ExchangeFluctuations

Decrease ofFixed-cost

Reduction ofCost of Goods

Sales Price Down

Change in SalesChange in

Sales Mix etcTotal Amount of

Gain andLoss Factors

Operating Income for FY2011(without the impact of

the earthquake)

Impact ofthe Earthquake

Operating Income for FY2011(including the impact of

the earthquake)

(Codes are based on gain and loss)

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 12: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

10

INTERVIEWWITH THE PRESIDENT

FISCAL 2011 RESULTSThe ongoing appreciation of the yen made for a very chal-lenging business environment in fiscal 2011 which ended March 31 2012 for the Topcon Group where over 70 of our sales are overseas Nevertheless a recovery trend emerged in terms of revenue as well thanks to accelera-tion of measures to reduce fixed costs and cost of goods sold including solicitation for voluntary retirement and ef-forts to enhance the competitiveness of core businesses that resulted in sales growth in the Positioning Business in the United States and Japan and the Eye Care Business in Europe However the Finetech Business which provides semiconductor and flat-panel display (FPD) equipment was downsized significantly as it became difficult to se-cure earnings amid the effects of the stagnating market for semiconductors and liquid crystal displays (LCDs) As a result operating income increased 156 year on year to yen2080 million even though net sales declined 35 to yen98834 million A net loss of yen3686 million (fiscal 2010 saw a yen1288 million net loss) was posted reflecting ex-

traordinary losses of yen4800 million recorded in connection with the downsizing of the Finetech Business neverthe-less we were able to move ahead with reinforcement of the revenue structure throughout the Topcon Group at a faster pace than planned

ISSUES GOING FORWARDWith the downsizing of the Finetech Business the process of Reform and the considerable pain that accompanied it are largely concluded In addition we expect to be able to achieve a reduction of fixed costs and cost of goods sold during fiscal 2012 one year ahead of plan Looking ahead the growth strategy of Enhancement will be our priority task That is we will leverage our world-leading technologi-cal prowess and rapidly improving cost-competitiveness in pursuit of ldquomonozukurirdquo (superb manufacturing) which is fundamental to growth as we transition to a resilient cor-porate structure capable of sustainable expansion of both sales and profit

Q1 Given the record high appreciation of the yen how would you sum up fiscal 2011

A1 Although our consolidated net sales decreased we were able to make rapid progress with

restructuring our business and operating income has been on track for recovery In addition

we are on track to meet our targets for the reform project

ANALYSIS OF GAIN AND LOSS IN OPERATING INCOME (YoY) (FY2010 Actual Results gt FY2011 Actual Results)(Billions of yen)

18

(13)

2334

(49)

21 16

34

(13)

21

Results for FY2010(including the impact

of the earthquake)

ExchangeFluctuations

Decrease ofFixed-cost

Reduction ofCost of Goods

Sales Price Down

Change in SalesChange in

Sales Mix etcTotal Amount of

Gain andLoss Factors

Operating Income for FY2011(without the impact of

the earthquake)

Impact ofthe Earthquake

Operating Income for FY2011(including the impact of

the earthquake)

(Codes are based on gain and loss)

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 13: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

11

The Mid-Term Business Plan 2014 is centered on three main strategies with the goal of completing total cost re-ductions (Reform) of more than yen100 billion during fiscal 2012 while shifting the priority to Enhancement (growth strategy) to achieve net sales of yen1300 billion operating income of yen165 billion and net income of yen80 billion in fis-cal 2014

STRATEGY 1 ORGANIZATIONAL CHANGEWe decided to significantly downsize the Finetech Busi-ness and concentrate management resources on the Positioning Business and the Eye Care Business Further-more the management structure was reorganized with our US subsidiary Topcon Positioning Systems (TPS) for-merly part of the Positioning Business upgraded to an in-house company as we transitioned to a structure of three in-house companies the Smart Infrastructure Company Positioning Company and Eye Care Company At the same time the Corporate Strategy Division was established to exercise cross-sectional control over the three companies This organizational change will allow us to realize both flex-ible company operations and overall optimization

STRATEGY 2 CONTINUING REFORMIn fiscal 2012 we expect to reduce fixed costs and cost of goods sold by yen121 billion compared to fiscal 2010 Ini-tially we had planned for a reduction of yen100 billion over

three years so we are now forecasting greater cost reduc-tions than planned one year ahead of schedule However given the uncertainty associated with the record high levels of appreciation of the yen and the sovereign risk in Europe we cannot let down our guard As competition in the mar-ket is inevitably intensifying we must maintain a tight grip on Reform Therefore we will continue our efforts to use management resources more efficiently through integra-tion of our plant locations in Japan introduction of the global business management system ERP (enterprise re-source planning) and lowering the ratio of SGampA expenses to sales as we seek to establish a corporate structure that will keep us one step ahead of the competition in the global market

STRATEGY 3 MAJOR INCREASE IN NEW PROD-UCT LAUNCHESAs the centerpiece of Enhancement we will exert our strengths as the creator of the worldrsquos first and No 1 products We will boost the number of new product launches group-wide to 58 models (compared to a total of 22 models over the past three years) during the Mid-Term Business Plan 2014 Furthermore we will enhance new businesses throughout the Group aiming for growth ranging from 130 to 280 in new business fields at the three companies

Q2 In light of the accelerated progress of the reform project where will the Topcon Group focus its

efforts under the Mid-Term Business Plan 2014

A2 Wewillimplementthreestrategieswiththeaimofachievingnetsalesofyen130billionandop-

eratingincomeofyen165billioninfiscal2014

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 14: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

12

GOAL OF THE 2 IN-HOUSE COMPANY STRUCTUREIn Topconrsquos largest business segment the former Position-ing Business Unit we have leveraged our state-of-the-art GPS laser and image-processing technologies to provide highly precise position information for a wide variety of fields including civil engineering precision agriculture sur-veying and GIS and measurement However in view of the considerable growth potential of the GPS field a core business of Topcon Positioning Systems (TPS) we have upgraded TPS to the Positioning Company in order to provide the company with greater authority to en-able speedier decision-making and management

BASIC STRATEGY OF THE 2 IN-HOUSE COMPANIESLet me offer a brief explanation of the mission of each company The Smart Infrastructure Company targets emerging countries as its main markets By introducing revolutionary new products and low-priced products in the surveying field we seek to capture more than 30 of the market in emerging countries mainly in Asia where infra-

structure is being improved at a rapid pace along with the growing economies In addition we will vigorously push forward with developing the infrastructure-improvement market by providing the worldrsquos first and No 1 share prod-ucts in the mobile 3D measurement field which integrates GPS and image-processing technologies The Positioning Company targets developed countries as its main markets seeking growth in new business fields through advanced utilization of GPS technology In particu-lar we are concentrating efforts on the spread of products that meet the need for higher productivity and more la-borsaving on engineering construction sites while at the same time promoting the supply of OEM to major con-struction-equipment manufacturers Furthermore in the precision-agriculture field which realizes the automation of agricultural machines and the incorporation of ICT into their operation the market is growing against the backdrop of food shortages and we are introducing the worldrsquos No1 products as we seek to expand the business

Q3 What is the intention behind separating the former Positioning Business Unit into

two companies

A3 We are pursuing a company operation that can respond more flexibly to the diverse needs of

the global market

ORGANIZATIONAL CHANGE

Eye CareBusiness Unit

Hiroshi Fukuzawa

Head of the Organization

PositioningBusiness Unit

Satoshi Hirano

TopconPositioningSystems (TPS)

Raymond OrsquoConnor

CorporateStrategy Division

Satoshi Hirano

Eye CareCompany

Hiroshi Fukuzawa

Smart InfrastructureCompany

Shigeyuki Sawaguchi

PositioningCompany (TPS)

Raymond OrsquoConnor

Major BusinessesbullSurveyingGISbull3D Measurement

Focus MarketsbullEmerging Countries

Major BusinessesbullMachine ControlbullPrecision Agriculture

Focus MarketsbullDeveloped Countries

TOPCON TOPCON

Strategy Division

Satoshi Hirano

Company

Hiroshi Fukuzawa

Company

Shigeyuki Sawaguchi

Company (TPS)

Raymond OrsquoConnor

Corporate Strategy Division leads cross-functional management

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 15: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

13

FISCAL 2012 OUTLOOKIn spite of the impact on the global economy of Europersquos sovereign risk the growth trend is continuing in the emerg-ing economies albeit at a slower rate than previously in addition to which the US economy remains steady More-over in Japan we are starting to see demand related to reconstruction after the Great East Japan Earthquake so the market environment surrounding the Topcon Group is not entirely negative In these circumstances the Topcon Group will complete its reform project started in fiscal 2010 one year ahead of sched-ule to swiftly realize a drastically enhanced business structure Meanwhile we will reallocate management resources from the downsized former Finetech Business Unit and invest them in research and development in the three in-house companies thereby accelerating the introduction of new products and the development of new businesses As a result we forecast an increase in consolidated net sales of 93 year on year to yen1080 billion a 2845 surge in operating income to yen80 billion and a yen6686 mil-

lion hike in net income to yen30 billion for fiscal 2012

SHAREHOLDER RETURNWe plan to distribute a full-year cash dividend of yen6 per share in the fiscal 2012 period The Topcon Group aims for a payout ratio of 20 or higher and makes it a basic policy to return profits to shareholders through the distribution of dividends linked to the Grouprsquos earnings performance Although we posted extraordinary losses in fiscal 2011 and a net loss for two consecutive years we plan to return to a profit-making structure going forward thanks to sweeping implementation of downsizing of unprofitable businesses In light of that outlook and from the perspective of sus-taining a stable dividend despite posting a net loss we maintained the full-year dividend of yen4 per share from the previous fiscal year From fiscal 2012 onward we will make a rapid return to posting a net income aiming for a payout ratio of 20 with a full-year dividend of yen6 increasing to yen12 and then yen18

Q4 What are your results outlook and shareholder-return policy for fiscal 2012

A4 We intend to complete implementation of our overall cost reduction measures and return to a

profit-making structure while also raising our dividend payout

DIVIDENDS PER SHARE PAYOUT RATIO

(Billions of yen)

RESOURCE LOADING PLAN

Items FY2011 FY2012

Capital Expenditure 34 34

(Depreciation) (31) (40)

RampD 87 97

(Ratio of RampD Expenditures to Net Sales) (88) (90)

Investment amp Loan 06 30

25

15

10

5

25

15

10

5

0 0123 133 (plan) 143 (plan) 153 (plan)

Dividends per share (left) Payout ratio (right)

20 20

(Yen) ()

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 16: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

14

From Reform to EnhancementSpecial Feature 1MID-TERM BUSINESSPLAN

Financial Targets (Consolidated) (Millions of yen)

The Topcon Group will finalize its business restructuring at an early date The goal is to build a corporate structure that can generate profits even amid the currently record-high appreciation of the yen and to shift the companyrsquos priority to growth strategies

With regard to the reduction of fixed costs and cost of goods sold worth yen10000 million which we planned to achieve in the three years to fiscal 2013 ending March 31 2014 we are now forecasting a larger reduction of yen12100 million by the end of fiscal 2012 In addition we were able to quickly complete business restructuring that downsized the former Finetech Business and migrated to a three in-house company structure allowing us to concentrate our business resources in the globally competitive businesses the Smart Infrastructure Company the Positioning Com-pany and the Eye Care Company Therefore in the Mid-Term Business Plan 2014 launched

in fiscal 2012 we expect to achieve a quick recovery and a quick expansion of profits by shifting our priority to growth strategies (Enhancement) as our reform project (Reform) is progressing one year ahead of schedule Our management targets are set at net sales of yen130000 million operating income of yen16500 million and net income of yen8000 million in fiscal 2014 By achieving these targets we aim to return to the profit level of fiscal 2006 which came before the Lehman shock In addition we plan to distribute a full-year cash dividend of yen18 per share in fiscal 2014 in line with the dividend payout policy based on a consolidated payout ratio of 20

Net Sales

Operating Income

(Operating Income Ratio)

Ordinary Income

Net Income (loss)

ROE

ROIC

A Full-year Cash Dividend (yen)

Consolidated Payout Ratio

98834

2080

(21)

467

(3686)

(106)

16

4

mdash

108000

8000

(74)

6800

3000

88

68

6

19

120000

12500

(104)

11000

6000

168

111

12

19

130000

16500

(127)

15000

8000

201

153

18

21

20123Consolidated 20133 20143

Mid-TermBusinessPlan2014

20153

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 17: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

15

Group-Wide Strategies

Further Reform

Shifting Our Priority to Growth Strategies

Launch of New ProductsBy fiscal 2014 we will boost the number of new product launches group-wide to 58 mod-

els (compared to a total of 22 models over the past three years) We plan to launch 41 new models from the Smart Infrastructure Company and the Positioning Company (15 models in the same past period) and 17 models from the Eye Care Company (7 models in the same past period)

Strengthening New BusinessesWe regard 3D measurement machine control precision agriculture and treatment device

ophthalmic IT as our new businesses and we are aim-ing for growth ranging from 130 to 280 for the three companies In addition we are anticipating a contribution of yen7000 million to operating income from increases in sales of the new businesses in fiscal 2014

Integration of Plant LocationsNumberofdomesticplants5gt3

With regard to products for low-end needs including not only positioning products but also eye-care products some of the products that have been manufactured in Japan will now be made in China Furthermore we plan to consolidate our five domestic plant locations into three locations

Optimizing Workforce SizeReductionof35fromtheendofMarch2010

We reduced the domestic group workforce by 25 (2529 to 1885 employees) over two years from the end of March 2010 to the end of March 2012 We are planning a further reduction of 235 employees (1885 to 1650 em-ployees) over three years to the end of March 2015 for a total 35 reduction from the end of March 2010

Building a Competitive Cost Structure Versus PeersSGampAtosalesratio36gt31

By reducing personnel expenses and indirect expenses the SGampA to sales ratio was reduced to 36 in fiscal 2011 We are planning to further reduce the ratio to 31 in fiscal 2014 lower than any of our competitorsrsquo ratios at present

Introduction of the Global BusinessManagement System

By introducing ERP (enterprise resource planning) we aim to speed up decision-making on a global basis and to improve our asset efficiency

1

2

3

4

1 2

Number of New Model Launches

FY2009ndashFY2011 FY2012ndashFY2014 (Result) (Forecast)

Disruptive Innovation 2 models 7 models

Worldrsquos No1 8 models 23 models

Worldrsquos First 4 models 10 models

Reduction of COGS 5 models 12 models

Products for Emerging Markets 2 models 4 models

Enhancement of Sales Capability 1 model 2 models

Total 22 models 58 models

Growth Forecast of New Businesses Growth Rate

FY2010- FY2011-

Company New Business FY2011 FY2014

Field

(Result) (Forecast)

Smart Infrastructure  3D measurement mdash 280

Machine Control 120 130

Positioning Precision Agriculture 160 190

Eye Care Treatment Devicebull

IT 120 170

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 18: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

16

Smart Infrastructure CompanyTargeting Emerging Countries withJapanese CraftsmanshipIn emerging markets infrastructure improvement projectsonthescaleofyen100trillionarestartingupThe Smart Infrastructure Company aims to expand surveying and mobile 3D measurement businesses by exerting Japanese craftsmanship in this growing marketandexpectsnetsalesofyen32000million(anav-erageannualgrowthrateof18overthreeyears)andoperatingincomeofyen4000million(anaverageannualgrowthrateof60overthreeyears)infiscal2014

Surveying BusinessBy developing and introducing high-quality low-priced total stations differentiating ourselves with a new service (TSshield) and expanding and enhancing our distributor network we seek to capture more than 30 of the market in emerging countries where infra-structure investment is surging

Mobile 3D Measurement BusinessAmid the increasing need for high-precision mea-surement using 3D data we intend to expand our business mainly in emerging countries with mobile mapping systems which combine GNSS (GPS+GLONASS) technology for highly precise measurement of absolute position with cutting-edge image processing technology as well as with 3D la-ser scanners capable of providing highly precise point cloud data

Business Growth Strategies by SegmentSpeeding Up Management and Accelerating Growth Strategy

As of June 27 2012 we have changed our organizational structure from the former two business units to three in-house companies This transition provides each company with enhanced authority by giving Presidents of the compa-nies more discretionary and other powers enabling swift decision-making and speedier management In the new structure the former Positioning Business Unit is split into the Smart Infrastructure Company and the Positioning Company The Positioning Company is formed by upgrading our US subsidiary Topcon Positioning Systems (TPS) which belonged to the former Positioning Business Unit to an in-house company The company aims to expand business by concentrating on the new businesses centered on GPS which include GPS machine control and precision agricul-ture businesses The Smart Infrastructure Company aims for growth of our core operations such as total stations 3D laser scanners and 3D measurement As populations worldwide continue to age the Eye Care Company is expanding its business domain to include the fields of preventive medicinephysical checkups and treat-ment in addition to the field of examination and diagnosis in an effort to strengthen a stable revenue base

In addition the Corporate Strategy Division will be newly established as an organization to exercise cross-sectional control over the three in-house companies

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 19: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

17

Positioning CompanyRealizing rapid growth in new and expanded markets for precision GPSIn developed countries there are growing demands for higher productivity and efficiency in the con-struction and agricultural industries The Positioning Company targetsnetsalesofyen43000Million (anaverageannualgrowthrateof9overthreeyears)andoperating incomeofyen5000million (anaver-ageannualgrowthrateof114overthreeyears)infiscal2014byfocusingonthesenewmarketsandexpanding machine control and precision agriculture business with its cutting-edge GPS technology

Eye Care CompanyGenerating Stable Profits on a Worldwide BasisAs ophthalmic diseases increase worldwide with the ongoing aging of the population we are expanding our business domain to include the fields of preven-tive medicinephysical checkups and treatment in addition to the conventional field of examination and diagnosis Through this effort we expect to achieve net salesofyen40000million (anaverageannualgrowthrateof7overthreeyears)andoperatingincomeofyen6000million(anaverageannualgrowthrateof50overthreeyears)infiscal2014

Machine Control BusinessThe Positioning Company will continue to develop OEM partnerships due to the demand for its ad-vanced 3D machine control systems These systems which use either GPS or total station guidance greatly enhance the productivity and quality of work performed by earthmoving equipment

Precision Agriculture BusinessWith the increased demand for efficiency in grow-ing agricultural products especially in developed countries ldquoPrecision Agriculturerdquo enables very high efficiency in applying the proper amount of fertilizer water and agrichemical to specific areas of need The Positioning Company will focus its keen knowledge of GPS machine control onto agricultural applications and will continue to build agricultural OEM alliances and after-market distribution

Preventive MedicinePhysical CheckupsExaminationWe seek to expand the market and further cultivate the ex-isting market by introducing low-priced models of 3D OCT for use at private clinics optometrists and the market for physical checkups At the same time we intend to launch high-end models engineered for high resolution and high penetration for research institutions in an effort to bolster our product lineup

ExaminationDiagnosticsWe aim to strengthen competitiveness and maintain profitabil-ity by achieving a 40 reduction in the cost of goods through the relocation to China of our manufacturing of equipment mainly for eyeglasses shops in addition to standardizing plat-forms for existing core products as we seek to gain market share by launching models for emerging countries

TreatmentWe will strive to expand the business of ophthalmic laser photocoagulator PASCAL which is capable of multi-spot laser irradiation in a short time through the introduction of new products featuring the worldrsquos No1 and new tech-nologies We will also focus on creating synergy effect through collaboration between retinal imaging devices and treatment instruments

Total Solution ProviderWe will provide total solutions in the ophthalmic field from examination diagnosis and treatment devices to unified data management and diagnosis support taking advantage of our advanced IT technology

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

Sales Plans of Each Company(Millions of yen)

120000

40000

60000

80000

20000

0

100000

20123 20143 (Plan)20133 (Plan) 20153 (Plan)

FY2011 Actual ResultOperating Income Ratio

50

FY2014 Mid-Term PlanOperating Income Ratio

125

197

Surveying

3DMeasurement

Others

320

Smart Infrastructure Company Positioning CompanyEye Care Company

Breakdown of Sales Growth by Smart Infrastructure Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

15

FY2014 Mid-Term PlanOperating Income Ratio

116

330

MCITConstruction

PrecisionAgriculture

Others

430

Breakdown of Sales Growth by Positioning Company(Billions of yen)

FY2011 Actual ResultOperating Income Ratio

54

FY2014 Mid-Term PlanOperating Income Ratio

150

326

Preventive Checkup

Examination Diagnostic

OthersIT

Treatment

400

Breakdown of Sales Growth by Eye Care Company(Billions of yen)

Strengthen the cost competitiveness with high-quality Japanese craftsmanship

Launch worldrsquos No1 products by integra-tion of technology

Launch worldrsquos No1 products

Launch worldrsquos No1 products

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 20: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

18

3D OCT is in a Growth StageThe worldrsquos only three-dimensional fundus imaging system combining a retinal camera with OCT

WHAT IS 3D OCTTopconrsquos 3D OCT combines color fundus photography which is the gold standard of ophthalmic care with new optical coherence tomography (OCT) technology to capture a cross-sectional image of the fundus using light interfer-ence phenomenon The 3D OCT system enables three-dimensional observation of the fundus by capturing image of both the surface and internal condition of the fundus The 3D OCT system provides one-step gathering of a large part of the information needed for diagnosis Diagnosis of fundus disorders has generally been conducted through observation and measuring of cross-sectional images Three-dimensional observation and measurement using the 3D OCT systems considerably diminishes the possibility of overlooking a lesion area In recent years the three major ophthalmic diseasesmdash glaucoma age-related macular degeneration and diabetic retinopathymdashhave become the leading causes of blind-ness in advanced countries due to the aging societies and unhealthy lifestyles The 3D OCT systems are essential equipment for the early detection and treatment of eye diseases as they aid in determining the course of treat-ment verifying the treatment efficacy and conducting follow-up observation

FIRST TO THE WORLD MARKETIn June 2006 Topcon released the 3D OCT-1000 the worldrsquos first instrument that simultaneously captures a cross-sectional fundus image and color fundus photo-graph Topconrsquos technology combining accurate color fundus images which describes detail of fundus surface and OCT-generated cross-sectional images has been ac-claimed as revolutionary for the diagnosis of glaucoma and age-related macular degeneration and in its debut year received the Nikkei Excellent Products Award (Award of Excellence) The Companyrsquos patent strategy has estab-lished the Company as the worldrsquos sole supplier of OCT systems combining OCT and color fundus images The Company continued advancing the retinal camera and OCT concept of the original 3D OCT-1000 to develop the 3D OCT-2000 which it began selling in October 2009 The 3D OCT2000 provides markedly improved image quality with the incorporation of a high-resolution digital camera and OCT noise reduction technology and realizes simple and intuitive operation through the touch-screen operation and fully automated photo capture

Special Feature 2TOPCONrsquoS TECHNOLOGICAL PROWESS

3DOpticalCoherenceTomography3DOCT-1000Three-dimensional OCT fundus image taken by a 3D OCT

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 21: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

19

GROWING PRESENCE IN EYE CLINICS AS WELL AS LARGE HOSPITALSAs use of the 3D OCT-2000 spread around the world we incorporated various improvements based on feedback received from ophthalmologists In January 2010 we ac-celerated the OCT scanning speed by roughly double shortening the image capture time and reducing the burden on the patient The 3D OCT-2000 was then upgraded to eliminate the need for a separate computer for data analysis with the release of a stand-alone model with capabilities ranging from recording patient data to photographing and printing reports and an FA model with the additional capability of fluorescein angiography (FA) imaging1 The improved cost performance and space saving from combining three functions in a single unit accelerated de-mand for the series from ophthalmology clinics The high-performance model 3D OCT-2000 FA plus was introduced the next year in January 2011 with the added capability of minimally invasive examination using fundus autofluo-rescence (FAF) imaging2

Strengthening the basic functions for 3D OCT diagnosis and improving the cost performance has promoted wide-spread use of 3D OCT equipment in ophthalmology clinics as well as in university hospitals and large hospitals

1 Fluorescein angiography (FA) imaging is an examination method for ob-serving and photographing the retina by injecting fluorescent pigment into the bloodstream

2 Fundus autofluorescence (FAF) imaging is a minimally invasive exami-nation method for observing the fundus autofluorescence emitted by the eye tissue

TECHNICAL ADVANCES AND A BROADER RANGE OF APPLICATIONSThe 3D OCT-2000 series is widely lauded and maintains leading market shares around the world and we aim to continue expanding sales by filling out our product lineups for emerging countries and optometrists We have also continued our OCT research to advance the technology further and introduced the Deep Range Imaging (DRI) OCT-1 capable of capturing cross-sectional images of previously unviewable deep tissue for the high-end of the market in April 2012 The DRI OCT-1 utilizes a new built-in OCT light source with superior tissue penetration capability that achieves the worldrsquos fastest scanning speed and enables high-res-olution images of the choroid and even sclera at the deep range of retina which have been difficult to visualize us-ing OCT The new light source also reduces interference from cataracts and other media which previously reduced OCT image quality These functions are expected for ex-panding and the use of OCT to help to find the cause and treatment of high myopia choroidal disorders OCT technology is groundbreaking for being patient-friendly because it is noninvasive and for its ability to provide micrometer level imaging of the internal struc-ture of the eye Topcon will continue emphasizing the strengths of its unique technologies and responding to user needs to create even higher performance easy-to-use products We will also continue filling out our product lineup and moving forward with technological advances for our 3D fundus imaging systems to support the quality of life of people around the world by en-abling them to receive the most advanced eye care

Increases in the Three Major Diseases that Lead to Blindness

350

300

250

200

150

100

50

0

(Millions)

2013201220112010 2014 2015

Glaucoma Age-related macular degeneration Diabetic retinopathy

71696765 72 74

142138134131145 149

91898785

9395

(Lefttoright)3DOCT-2000FAplus3DOCT-2000FA3DOCT-2000

DRI OCT-1OCT Color Red-free FA and FAF images acquirable

3D OCT-2000 FA plus

OCT (Anterior) Color Red-free FA FAF

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 22: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

20

Fields

bullSurveying

bullMobile3D Measurement

bullConstructionandcivil engineering

bullPrecision Agriculture

Fields

bullPreventative Medical Checkups

bullExamination

bullDiagnosis

bullTreatment

Fields

bullSemiconductors

bullFPDs

bullOpticalDevices

bullObservationandAnalysis

AT A GLANCE(For the year ended March 31 2012)

Positioning Business

Eye Care Business

Finetech Business

Major Products

bullTotalstations(MotorizedRo-botic Total Stations Imaging Stations)

bull3Dlaserscanners

bullMobileMappingSystem

bullOpticalsurveyinginstruments

bullConstructionlaserinstru-ments

bullGNSSreceivers

bullMachinecontrolsystems

bullPrecisionagriculturesystems

Market Conditions

bullHugeimpactfromthestrongyen

bullRatherflatmarketsinadvancedcountries

bullEmergingmarketsgenerallygrewbutgrowth rates slowed

bullSteadygrowthinthemachinecontrolprecision agriculture and measurement markets

bullNearlyflatmarketforsurveying

Major Products

bull3Dopticalcoherence tomography systems

bullRetinalcameras

bullOphthalmicdigitalimagefilingsystems

bullAutorefractometers Auto kerato-refractometers

bullSlitlamps

bullComputerizedtonometers

bullLensedgers

bullLensmeters

bullOphthalmiclaser photocoagulators

Major Products

bullSemiconductorequipment

bullSubstrateequipment

bullFPDequipment

bullElectronmicroscopes

bull3Dimagemeasurements

bullOpticalunits

Market Conditions

bullHugeimpactfromthestrongyen

bullSlowedcapitalinvestmentinmajorSouthernEuropean countries

bullMarketsinAmericasshowsignsofrecoveryafter hitting bottom

bullInJapanoptometricmarketshitbottomfor ophthalmic market a wait-and-see attitude prevails over a revision of medical reimbursements

bullInAsiaChineseandIndianmarketsshowedstable growth

bullCurbedcapitalinvestmentintheophthalmicfield resulting in fewer bid projects

bullSluggishcapitalinvestmentintheoptometricmarket leading to competition in low-priced and differentiated products

Market Conditions

bullAcceleratedoligopolizationaccompanyingthe consolidation of semiconductor and FPD manufacturers

bullSluggishperformanceofLCDTVbusinesson a global basis

bullExpandingsmartphoneandtabletdevicemarkets

bullIncreasingdemandforecodevices

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

As of June 27 2012 we have changed our organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company Above scope is covered by both companies

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 23: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

533

330

137

60000

40000

20000

0 083 093 103 113 123

6000

2000

4000

0

-2000

-4000

-6000 083 093 103 113 123

40000

30000

10000

20000

0 083 093 103 113 123

6000

4000

2000

0 083 093 103 113 123

25000

20000

10000

15000

5000

0 083 093 103 113 123

2000

0

1000

-2000

-1000

-3000

-4000 083 093 103 113 123

21

StrengthStrategies

Strengths We are utilizing in various areas precise 3D position data ac-quired by combining the optical tech-nologies developed since our found-ing and cutting-edge technologies that include GPS positioning lasers and image processing

Strategies We are cultivating signifi-cantly growing markets in emerging countries while working to expand our business into new fields ranging from surveying to machine control 3D mea-surement and precision agriculture

StrengthStrategies

Strengths We will provide total healthcare solutions through our ex-panded product lineup ranging from examination and diagnostic systems (hardware) which take advantage of optomechatronic technology to im-age processing software

Strategies We are broadening our business domain which covers the examination and diagnostic equip-ment fields our core operations to include preventative medical check-ups and treatment Furthermore we are developing products in affordable price ranges and cultivating markets in emerging countries

As of April 1 2012 we have discontinued the Finetech Business Unit Operations of four potentially profitable business catego-ries (substrate projection steppers hybrid electron microscopes luminance meters and eco-device inspection systems) are trans-ferred to Topcon Technohouse Corporation (a wholly owned subsidiary) and restarted under the new business structure

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Net Sales(Millions of yen)

Sales Composition Ratio()

Operating Income(Millions of yen)

Operating Income(Millions of yen)

Operating Income(Millions of yen)

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 24: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

22

POSITIONING As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Positioning Business Unit was split into the Smart Infrastructure Company and the Positioning Company

Our optical technology founded on our long years of experience is combined with state-of-the-art GPS laser machine control and image-processing technologies to provide the world with innovative positioning products

2 In-house Company StructureAs of June 27 2012 the former Positioning Business Unit has been reorganized into a structure of two in-house companies the Smart Infrastructure Company which operates the sur-veying business and the mobile 3D measurement business and the Positioning Company which engages in the machine control business and the precision agriculture business

Performance Outlook(SmartInfrastructureCompanyPositioningCompany)Smart Infrastructure CompanyFor fiscal 2012 ending March 31 2013 we forecast net sales of yen25000 million (up 272 year on year) and oper-ating income of yen2500 million (up 1564 year on year) in the Smart Infrastructure Company With regard to business conditions we anticipate demand for infrastructure improvement in emerging coun-tries in addition to demand related to reconstruction in Japan Given these conditions we will strive to strengthen sales structures in emerging countries namely India and countries in the Middle East and Africa As for product strategy we are planning to introduce total stations with global cost competitiveness realized by Japanese crafts-manship that is founded on technology and knowledge from production fields In addition we aim to differentiate ourselves from competitors by mounting the worldrsquos first TSshield in total stations

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results(formerPositioningBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Positioning Business Unit came to yen52656 million up 21 year on year despite the effects of the strong yen Operating income totaled yen1482 million (up yen1352 million year on year) owing to increased net sales in addition to improved profitability accompanying the reductions in fixed costs and other factors Looking at business conditions by region growth slowed in emerging countries while the markets in indus-trialized countries remained flat or maintained a moderate recovery partly due to the impact of the sovereign debt crisis in Europe In Japan however sales of total stations increased in the latter half of the fiscal year due to demand related to recon-struction after the earthquake In the United States sales of machine control systems and precision agriculture products expanded Meanwhile the surveying field showed a slug-gish pace of growth amid intensifying competition due to an adverse effect of the appreciation of the yen

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 25: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

23

Smart Infrastructure CompanyWith the rapid growth of infrastructure improve-ment in emerging countries we aim to expand the core businesses of surveying and mobile 3D measurement

Positioning CompanyContinue to rapidly expand existing markets and develop new markets for automated construction machine control and precision agriculture by ap-plying innovative GPS technology

Executive OfficerPresidentSmart Infrastructure Company

Shigeyuki Sawaguchi

Senior Managing Executive OfficerPresident Positioning Company

Raymond OrsquoConnor

Positioning CompanyPositioning Company forecasts net sales of yen37000 million (up 121 year on year) and operating income of yen2500 million (up 3921 year on year) in FY2012 There is a possibility that our business environment will stall due to sovereign risk in Europe but our US economy expectation is gradual upward momentum Meanwhile we will drive growth of ldquoAutomated Constructionrdquo and ldquoPrecision Agriculturerdquo with GPS as the core technology In

ldquoAutomated Constructionrdquo we will expand OEM opportuni-ties with major heavy machinery manufacturers as well as aggressively market our innovative systems to the large after market segment for further rapid growth In ldquoPrecision Agriculturerdquo we will also expand the business through OEM partnerships and alliances as well as building after market distribution and sales by continuing to develop the most innovative products

Launched total stations equipped with TSshield a cloud-based support system (January 2012)

TSshield is a cloud-based system which automatically transmits and accumulates op-erational status and trouble reports in a dedicated server by using a newly developed multifunctional communication module It remotely monitors our customersrsquo total sta-tions which allows us to provide appropriate operational information and quick support service TSshield was first mounted in the reflectorless total station ES series and then in the OS series that features a CE device and in the robotic total station PS series earning a solid reputations (The ES and OS series are sold worldwide except in Japan The TSshield is also equipped for the CX series FX series and SX series total stations under the Sokkia brand)

Net Sales and Operating Income(Millions of yen)

50000

20000

30000

10000

0

5000

2000

3000

40000 4000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

Net Sales and Operating Income(Millions of yen)

60000

20000

30000

40000

10000

0

6000

2000

3000

4000

50000 5000

1000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 26: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

24

EYE CARE As of June 27 2012 we have changed our

organizational structure to three in-house companies As a result the former Eye Care Business Unit became the Eye Care Company

The vision of Topcon Eye Care Company is to support the satisfaction and happiness of people by connecting visions of people in society (healthy and fulfilling lives) visions of healthcare professionals (provision of advanced and effective medical care) and visions of eyeglasses shops (provision of eyeglasses that satisfy customersrsquo needs)

dustrialized countries to curb capital investment following Lehman shock resulted in fewer bid projects In addition capital investment stagnated and a price-reduction trend intensified in the optometric market

Performance Outlook (EyeCareCompany)For fiscal 2012 ending March 31 2013 we forecast net sales of yen35000 million (up 74 year on year) and opera-tion income of yen3000 million (up 699 year on year) As for the regional business conditions Europe has the sovereign risk factor and there is a concern that major Southern European countries may see decline in demand in addition to reductions of healthcare budgets Therefore we are paying close attention to the possible impact of such risks on other major countries For the US market we forecast a trend of moderate recovery in both medical and optometric fields Demand remains strong in markets in emerging coun-tries primarily in China and India and growth is expected for diagnostic examination and treatment devices

FY2011 FINANCIAL RESULTS AND PERFORMANCE OUTLOOK

FY2011 Financial Results (formerEyeCareBusinessUnit)In fiscal 2011 ended March 31 2012 net sales in the for-mer Eye Care Business Unit came to yen32598 million up 53 year on year despite the effects of the strong yen Operating income totaled yen1766 million (up yen1459 million year on year) owing to increased net sales in addition to improved profitability accompanying the reduction of fixed costs and other factors Looking at sales conditions by region sales in emerg-ing countries primarily in China and India remained strong thanks to the economic growth there Sales in Europe also remained strong even though capital investment slowed due to the sovereign risks Although there were moves to curb capital investment sales in Japan remained firm as a result of the increased demand in the ophthalmic field and the bottoming out of demand in the optometric market In the ophthalmic market a growing trend mainly in in-

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 27: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

25

We will provide optimal total solutions in the oph-thalmic field through the expansion of our business domain to include the fields of preventive medicine and physical checkups and treatment in addition to our conventional field of examination and diagnosis

Director Senior Managing Executive OfficerPresident Eye Care Company

Hiroshi Fukuzawa

As for the Japanese market a growth in sales of OCTs and retinal cameras is expected thanks to the revision of medical reimbursements in April which allows national health insurance (NHI) points to be applied to fundus auto-fluorescence imaging Given this situation we aim to further expand sales of our growing 3D OCT products as a part of our market strategy for fiscal 2012 We are going to cover the entire range of market needs from high-end to affordable models by introducing the DRI OCT-1 a high-performance 3D OCT capable of photographing deep cross sections of the ocu-lar fundus that cannot be photographed by conventional models to the high-end market targeting university hos-pitals and research institutions At the same time we will be launching affordable new products for the market for private medical clinics and optometrists In the treatment field we are stepping up our develop-ment efforts in order to provide products that are less invasive and friendly to patients and doctors by increasing the availability of pattern scan lasers

Launch of the DRI OCT-1 a 3D optical coherence tomography device featuring the worldrsquos fast-est scanning speed capable of photographing cross sections of deep layers (April 4 2012)

Topcon launched the DRI OCT-1 the worldrsquos first 3D optical coherence tomography (OCT) device for imaging the posterior segment of the eye

By using a measurement light source with an outstanding tissue penetration property it is ca-pable of photographing high definition images of not only the retina but also other tissues located deeper in the ocular fundus in the region of the choroid coat and the sclera which in the past could not be clearly photographed with ease The fastest scanning speed in the world (roughly twice as fast as our existing models) realizes instantaneous imaging which can reduce the burden on patients And because the light source reduces the effects of cataract and vitreous opac-ity fundus cross-sectional images of patients having these conditions which used to be very difficult to obtain are now easily obtained With these benefits we expect that DRI OCT-1 will be used for research of excessive myopia and choroid diseases in addition to cases tradi-tionally studied by OCT devices

Net Sales and Operating Income(Millions of yen)

50000

20000

40000

30000

10000

0

10000

4000

8000

6000

2000

020123 20143 (Plan)20133 (Plan) 20153 (Plan)

Net Sales (left) Operating Income (right)

WorldrsquosNo1

For the ophthalmic treatment field we will strengthen our product lineup through various efforts including sales partnerships with other companies in an effort to meet the medical equipment needs as a total solution provider for ophthalmology

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 28: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

26

HISTORY OFTOPCON

Topcon was established in 1932 based on the surveying instruments division of K Hattori ampCoLtd(currentlySeikoHoldingsCorporation)The Company changed its name from Tokyo Optical Co Ltd to Topcon Corporation in1989Today theCompanycontinues itsactivitiesasageneral precision optical manufacturer mainly of surveying instruments and ophthalmic medical instruments

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 29: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

Founding and Business Base Establishment Phase Development Phase Growth Phase Mature Phase Transformation Phase

1932Establishment of Tokyo Optical Co LtdEstablished based on the surveying instruments division of K Hattori amp Co Ltd after acquiring the lens manufacturing facilities of Katsuma Kogaku Kikai Co Ltd at the request of the Japanese Ministry of War

1945Concentrated mostly on the production of binoculars which were largely exported to the United States paving the way for the dominance of the US market by Japanese binoculars Moreover the production of surveying instruments contributed to the reconstruction and development of Japan in the post-war era

1951Released Japanrsquos first Refractometer RM-1

1970Established Topcon Europe NV (currently Topcon Europe BV) in the Netherlands

Then established Topcon Instrument Corporation of America (currently Topcon Medical Systems Inc) in the United States

1979Established Topcon Singapore Pte Ltd in Singapore

1985Made a yen38 million public stock offering the largest amount for the company at the time in order to strengthen its managerial foundation by means of a capital increase at the market price

1986Established Topcon Optical (HK) Ltd its first overseas local manufacturing base in Hong Kong

1989Changed corporate name to Topcon Corporation

1994Entered the Machine Control (MC) BusinessEstablished Topcon Laser Systems Inc (currently Topcon Positioning Systems Inc) and acquired a laser equipment manufacturer in the United States to enter the machine control field

2000Entered the GPS-related BusinessAcquired Javad Positioning Systems Inc in the United States and began developing precision GPS receivers and related system products while merging the GPS-related business with conventional surveying instruments

2001Established Topcon Positioning Systems Inc and Topcon Medical Systems Inc in the United States as part of a plan to improve overseas business

1947TOHKOH Transit 3inch half

1951RefractometerRM-1

Enter the optical industry as a first step

Leverage technologicalexpertise to launch a series of hit products

Undertake full-scale globalization

Lay the groundwork for the current core businesses

Reform the business structure in the aftermath of the Lehman Shock

1960Became an affiliate of Tokyo Shibaura Electric Co Ltd (currently Toshiba Corporation)

1963Released Topcon RE Super the worldrsquos first single-lens reflex camera with a TTL full-aperture metering system

1981Enjoyed increased profit from strong sales of the extremely popular refractometer RM-100 and the electric distance meter DM-C2

1991Entered the electron beam business

2004Improved Production in ChinaEstablished Topcon (Beijing) Opto-Electronics Corp a surveying instruments manufacturing company to further accelerate the surveying instruments business in China

2008Pursued Business Merger with Sokkia Conducted a takeover bid for shares of SokkiaCo Ltd and made it a subsidiary to enhance competitiveness of the Positioning Business in the global market

2010Established Topcon Medical Laser Systems Inc by acquiring the retina and glaucoma business of OptiMedica (USA) and entered the therapeutic laser market

2011Established the ldquoTOPCON WAYrdquo

2012Discontinued the Finetech Business Unit as of April 1 and changedorganizational structure into three in-house companies as of June 27

1932~ 1963~ 1985~ 1994~ 2008~

1979Electric Distance Meter DM-C2

1979Non-Mydriatic Retinal CameraTRC-NW

1985Total Station GTS-3

1988Digital Image Filing System IMAGEnet

1986Wafer Surface Particle Measuring System WM-3

1966Universal Measuring Microscope TUM

2003Proximity Aligner for LCD Color Filters TME-1750S

2006GNSS Receiver GR-3

20063D Optical Coherence Tomography 3D OCT-1000

20083D Laser Scanner GLS-1000

2010Ophthalmic Laser Photocoagulator PASCAL

2010Robotic Total StationQS

19983D Machine Control System3D-MC LPS

1963Topcon RE Super

27

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 30: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Medical Laser Systems Inc

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

P

P

P

E

E

S

S

P

28

GLOBAL NETWORK

Topcon boasts an effective development and manufacturing network that utilizes outstanding human and other resources worldwide to grasp the needs of various customers throughout the world to which we promptly respond In addition Topcon is globally expanding its sales centers and conducts sales and provides services based on the needs of each par-ticular locale

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 31: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

Topcon Positioning Systems (Australia) Pty Ltd

S

North AmericaTopcon Positioning Systems IncUSA

Topcon Medical Systems IncUSA

Topcon Medical Laser Systems IncUSA

TPS Columbus OfficeUSA

TPS Kansas OfficeUSA

TPS Calgary OfficeCanada

Topcon Canada IncCanada

EuropeAfricaTopcon Europe Positioning BVThe Netherlands

Topcon Europe Medical BVThe Netherlands

Topcon Deutschland GmbHGermany

Ibs GmbH Lasertechnik Vermessungs- und BaugerateGermany

Topcon SARLFrance

Topcon Espantildea SASpain

Topcon Positioning Spain SLSpain

Topcon Positioning Canarias SLSpain

Topcon Positioning Portugal LDAPortugal

Topcon Scandinavia ABSweden

Topcon (Great Britain) LtdUK

Topcon Polska Sp ZooPoland

Tierra SpAItaly

Topcon InfoMobility SrlItaly

GEOTOP srlItaly

Sokkia NVBelgium

DynaRoad OyFinland

Topcon Technology CenterRussia

KEE Technologies Africa (Pty) LtdSouth Africa

AsiaOceaniaMiddle EastTopcon Singapore Positioning Sales Pte LtdSingapore

Topcon Singapore Medical Pte LtdSingapore

Sokkia Singapore Positioning Sales Pte LtdSingapore

Topcon Instruments (Malaysia) Sdn BhdMalaysia

Topcon Instruments (Thailand) Co LtdThailand

Topcon Sokkia India Pvt LtdIndia

Sokkia Korea Co LtdKorea

Topcon Optical (HK) LtdChina

Topcon (Beijing) Opto-Electronics Development CorporationChina

Topcon Optical (Dongguan) Technology LtdChina

Topcon HK(BD) LtdBangladesh

Topcon Precision Agriculture Pty LtdAustralia

Topcon Positioning Systems (Australia) Pty LtdAustralia

Topcon Positioning Middle East and Africa FZEUAE

Topcon Corporation Dubai OfficeUAE

Topcon Corporation Beirut OfficeLebanon

JapanTopcon Co Ltd

Sokkia Topcon Co Ltd

Topcon Sokkia Positioning Japan Co Ltd

Topcon Medical Japan Co Ltd

Topcon Technohouse Corporation

Sapporo Topcon Sales Co Ltd

Topcon Yamagata Co Ltd

Optonexus Co Ltd

Fukushima Sokkia Co Ltd

P

S

E

Research amp Development

Manufacture

Sales amp Marketing

Smart Infrastructure Company

Positioning Company

Eye Care Company

Others

Tierra SpATopcon InfoMobility SrlTelematics-related development

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon HK(BD) LtdBangladesh factory make parts for DPPC products and optical engine for pico-projector

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

Topcon Medical Systems IncManufactures eye care products and develops network solutions for the image filing systems IMAGEnet EMR and EyeRoute (a web-based network system)

Topcon Positioning Systems IncDevelops and manufactures GNSSinstruments machine control systems and supporting software solutions Software for surveying and mapping is developed at its Ohio and Calgary offices

Topcon Medical Laser Systems IncDevelops and manufactures laserphotocoagulation systems for treatment of the eye

P E

E

PP

P

P

P E

P E

P S E

S E

P EP E

P EP

P E

P E E

E

S

S E

S E

S E

S E

S

S E

E

P

Topcon Precision Agriculture Pty LtdDevelops and manufactures precisionagriculture products as well as undertakesMC software development

P

E

P

Topcon Europe Medical BVDevelops and manufactures differentiated products targeted for Europe also engages in development of the eye care system

Topcon (Beijing) Opto-ElectronicsDevelopment CorporationTopcon Optical (Dongguan) Technology LtdDevelops and manufactures Smart Infrastructure and Eye Care products in Beijing Dongguan factory make parts for Topcon Smart Infrastructure and Eye Care products

Topcon CorporationTopconrsquos headquarters comprehensively oversees the development and manufacturing of all business sectors Sokkia Topcon manufactures total stations Topcon Yamagata manufactures Eye Care products Fukushima Sokkia manufactures Smart Infrastructure-related parts for the Topcon group

E

P

E

P E

P

P E

E

P

P

P

P E

P

E

P

P

P

P

P

P

P

S

E

E

S

E

S

ES

S E

S

S

S E

ES

S E

P

P

PS E

E

S

S E

S E

S

P

P

P

EP

P

P

P

E

E

S

S

P

Topcon Technology CenterDevelops GNSS receivers antennas radios and software

29

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 32: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

Appointment and termination

Appointment and termination

Appointment and termination

Appointment and termination Appointment and termination

Report

ReportReport

Report

Approval forappointment and termination

Agenda placement and report on important matters

Audit

Report

Audit

Audit

Internal auditing

Directions

Directions

Operating Divisions and Group Companies

General Meeting of Stockholders

Board of DirectorsDirectors 6

Accounting Auditor

Approval for

Audit

Board of AuditorsCorporate Auditors 4

(External 2)

Executive Officers 14 (Manages daily activities)

Agenda placement and

Executive Officers Meeting (Discusses important matters)

Representative Director

Corporate Audit Div(Internal auditing)

CORPORATE GOVERNANCE STRUCTURE (As of June 27 2012)

30

CORPORATE GOVERNANCE

Topcon pursues sustained growth in its corporate value and a greater de-gree of soundness and transparency of its management The Company achieves this by enhancing its corporate governance which includes not only thorough implementation of compliance but also doing business in good faith with respect for corporate ethics in addition to strengthening risk management

CORPORATE GOVERNANCETopcon utilizes an executive officer system for the execu-tion of daily business operations The Company separates the supervisory function of the directors and the Board of Directors from the business execution function of the ex-ecutive officers to maintain a system enabling a timely and appropriate response to rapid changes in the business en-vironment The Board of Directors convenes monthly (and as otherwise necessary) to deliberate basic management policies items required by laws and regulations or articles of incorporation and important matters concerning other management issues Through these actions and the re-ports it receives the Board fortifies supervisory functions Directors auditors and executive officers attend Executive Officers Meetings which are held weekly in principle to discuss a wide range of topics as well as analyze the busi-ness environment deliberate medium-term business plans budgets and other items share business execution status reports and other information deliberate important deci-sionmaking items for the Company and ensure thorough compliance (legal compliance) activities thereby ensuring the fairness and transparency of management decisions Moreover the Company maintains a Corporate Audit Division an internal auditing organization directly overseen by the President to ensure legal appropriate and effective business executionNote The term ldquoexecutive officerrdquo (Shikkouyakuin) used in this section is

generally called ldquooperating officerrdquo in English and differs from execu-tive officer (Shikkouyaku) defined by the Japanese Companies Act

EXTERNAL CORPORATE AUDITORSThe Company has two external corporate auditors Audits conducted by external corporate auditors play an important role in the independent monitoring of Company management Given the importance of this management oversight function corporate auditors must have a solid working knowledge of Company operations and be inde-pendent of management influence One of the corporate officers is an independent officer that is required to report to the Tokyo Stock Exchange Inc The Topcon Board of Auditors (including external cor-porate auditors) works to maintain a close cooperative relationship with the Corporate Audit Division and account-ing auditors regularly sharing information and coordinating audit plans and implementation prior to audits to improve audit efficiency and practicability Mr Chikahiro Yokota is a Company external corporate auditor who also serves as an advisor for Toshiba Corpora-tion which is a major shareholder in Topcon (no operational responsibilities) Mr Yokota conducts fair and impartial audits for the Company Company sales to Toshiba Cor-poration account for only a small percentage of overall Company net sales and do not represent a significant is-sue of reliance

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 33: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

31

RISK COMPLIANCE Topcon has established Basic Rules on Risk Compliance and has created a risk management structure which includes the designation of crisis management representatives to enable a timely and appropriate response for each risk situa-tion that arises for the Company and its subsidiaries In addition to the ordinary organizational channels the Company has also introduced the Internal Reporting Sys-tem to enable direct notification of risk-related information from the person who identified the risk which contrib-utes to the quick discovery of risk information and a rapid and appropriate response to the risk incident as well as helping to raise awareness of risk management among directors and employees at the Company and its subsidiar-ies The Internal Reporting System is administered by the Corporate Audit Division The Company has established the Basic Regulation on Personal Information Protection concerning protection of private information and the Basic Regulation on Information Security regarding confidential information and associated regulations thereof and seeks to keep employees of the Company and subsidiaries fully informed of these regula-tions Such regulations provide for the protection of the information itself while also enabling a timely and appro-priate response in the event that risk arises related to the information

Message from External Corporate AuditorIn carrying out my duties as Corporate Auditor I pay particular attention to whether Topconrsquos management acts in compliance with the TOPCON WAY which should be considered the guideline for business conduct and compli-ance As expected of an external and independent corporate auditor I endeavor to ensure that management decision-making is fair and equitable in view of the interests of the general shareholders and ultimately of the Company Since as-suming the post in June 2011 I have been attending meetings of the Board of Directors and Board of Auditors among other important meetings in addition to visiting subsidiaries including those overseas interviewing the President and conducting hearings with personnel in charge of each division as well as other officers and employees Throughout this process I ask questions and state my opinion I hope this will contribute to putting the TOPCON WAY into practice and to the growth of corporate value Before assuming the post of Corporate Audi-tor I had almost no connection with Topcon and although I have sometimes been confused by the in-house lingo I regard this as a sign of my differing per-spective and I hope to use it to advantage in my activities as Corporate Auditor

Corporate Auditor

Tatsuya Kuroyanagi

April 1979 Joined Mitsubishi Corporation

March 1999 PresidentMillenniaVenturePartnersCo Ltd

May 2007 Executive Director RHJ International

August 2009 Senior Adviser Kadota amp Co Inc

June 2011 Corporate Auditor (to present)

DIRECTORS ANDCORPORATE AUDITORS COMPENSATIONTopcon directors and corporate auditors compensation consists of a monthly salary (basic pay plus additional com-pensation) and bonuses Monthly salary is based on standards at each classification of directors and bonuses are based on standards calculated by multiplying the basic monthly salary by a constant coeffi-cient (number of months evaluated based on performance) Based on these standards directors compensation is deter-mined by approval of the Board of Directors and corporate auditors compensation is determined by the negotiation among corporate auditors Total compensation of directors and corporate auditors for the fiscal year ended March 2012 was as shown below

Compensation Total Compensation by Position Number of Classification (Millions of yen) (Millions of yen) Individuals Basic Compensation

Directors (excluding external directors) 77 77 9

Corporate Auditors (excluding external 25 25 2 corporate auditors) External Officers 8 8 3

Notes 1 As of March 31 2012 the Company had 6 directors 2 corporate auditors and 2 external corporate auditors

2 In addition to the compensation presented above 33 million yen in compensation (including bonuses) was paid to directors who also served as Company employees

3 Directors compensation is limited to a maximum 150 million yen annually (not including em-ployee compensation for directors who also serve as employees) as established in a resolution by the Ordinary General Meeting of Shareholders for the 103rd Fiscal Period held June 27 1996

4 Corporate auditors compensation is limited to a maximum 56 million yen annually as estab-lished in a resolution by the Ordinary General Meeting of Shareholders for the 111th Fiscal Period held June 29 2004

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 34: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

32

CSR

BASIC POLICY FOR CSRTopcon defines the basic policies for carrying out CSR ac-tivities that conform to the UN Global Compact in which Topcon has participated since October 2007

1 Topcon will locate CSR activities in the center of business and work on it intentionally in order to build share and implement the sense of values and standards suitable for global enterprise

2 Topcon will to the extent of our influence support and implement the rules and regulations that are globally approved regarding Human Rights Labor Standards Environment andor Anti-Corruption as declared in the Global Compact

3 Topcon will make a social contribution voluntarily and actively through developments production sales and services of useful products

4 Topcon will promote an environmental manage-ment through the creation of environmentally-conscious business process and through providing environmentally-conscious products and services

5 Topcon will strive to establish CSR activities in every officer and employeersquos daily work and to infiltrate and establish them within global Topcon Group companies

6 Topcon will acquire understanding and confidence of all the stakeholders of Topcon Group companies by providing with information actively

STRUCTURE FOR PROMOTING CSRTopconrsquos CSR activities are conducted in line with the poli-cies decided by the Topcon CSR Committee headed by an executive officer in charge of CSR and are implemented globally throughout the Topcon Group with the collabora-tion of CSR-related business divisions and committees which include the Risk Compliance Committee the Busi-ness Continuity Planning (BCP) Committee and the Quality amp Safety (QS) Committee

Environment Qualityassurance

Customersatisfaction

Humanrights andemployee

satisfaction

Socialcontribution

Topcon CSR Committee

Risk-ComplianceCommittee

GlobalEnvironmentConference

QSCommittee

CSActivities

Employmentof Persons with

Disabilities

SocialContributions

Activities

Observinglaws and

regulations

Secretariat(Div in charge of CSR)

Linkage

Committee members (Heads of each division)

Chairman of Topcon CSR Committee(Executive Officers in charge of CSR)

President

STRUCTURE FOR PROMOTING CSR (As of June 27 2012)

EnvironmentalProtectionCommittee

ExportControl

Programs

InformationSecurity

Committee

BCPCommittee

WelfareCommittee

Safety andHealth

Committee

GenderEqual

Society

Companyrsquos Committees

The Topcon Group promotes the CSR activities based on the TOPCON WAYtheGrouprsquoshighestcommonvaluesanditsCodeofBusinessCon-duct These are also in compliance with the ten principles of the United Nations Global Compact The Grouprsquos common policies and the organi-zation structure are established to support these CSR activities

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 35: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

33

Legend in the ldquoSelf-Assessmentrdquo column () means ldquothe target is 100 metrdquo means ldquothe target is partly not met or there is room for

improvementrdquo and times means ldquothe target is not metrdquo

nFor more detailed information on the Grouprsquos CSR activities please refer to the Topcon Group CSR Report httpglobaltopconcomcsr

The measures and targets of our CSRThe TOPCON CSR Committee reviews and evaluates our own activities year-by-year and sets goals and plans for the

nextyearFiscal2011sawavarietyofactivitiesincludingaprevalenceoftheTOPCONWAYareviewoftheBusiness

ContinuityPlan(BCP)whichfocusedonacontinuingsupplyorthemeasurestoreducethein-housesmokingrate

Items Key Goals and Plans for FY2011 Key Achievements in FY2011 Key Goals and Plans for FY2012

CorporateGovernance

bullDisseminating the Corporate Governance Principles and the ldquoTOPCON WAYrdquo

bullHolding seminars on the Corporate Governance Principles and CSR

bullPenetration within the company through the training to managersbullEducation was carried out according to planbullHeld a training session to the executives

bullDisseminating the Corporate Governance PrinciplesbullHolding seminars on the Corporate Governance Principles and CSR

education program

bullDisseminating the reference leaflet on TOPCON Code of Business Conductacross the TOPCON Group bullPosted on the Risk-Compliance Bulletin Board to keep everyone informed

bullDisseminating the leaflet on TOPCON Code of Business Conduct within the TOPCON Group

RiskCompliance

bullReviewing the BCP (Continued)bullDrawing up and implementing the BCP based on expected

summertime power shortage

bullReviewing the BCP for continued product supply (ensure the stock or alternative production bases etc)

bullDrawing up and implementing the BCP based on expected summertime power shortage

bullReviewing the BCP according to the changes in social conditions

bullCompliance with the statutory employment rate for persons with disabilities (18)

bullReviewing the content of and continuing Risk-Compliance seminars

bullEmployment rate of persons with disabilities 147 (falling short)bullReviewed the contents and updated the educational contentbullHeld a risk-compliance seminar to salespersons

bullImprovement of employment rate for persons with disabilitiesbullReviewing the contents and continuing the Risk-Compliance

seminarsbullEstablishing a SNS (Social Networking Service) guideline

bullHolding topic-by-topic compliance seminars (Continued) bullHeld the seminars according to plan bullHeld the seminars according to plan

Responsibilitiesto Customers

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullConducted the TechnologyQuality innovation project to shorten development times and improve quality

bullDeveloping and releasing new products through promotion of TM-1 activities (Continued)

bullImproving the total quality assurance system across group companies (Continued)

bullPromoting awareness of prioritizing the quality through the TechnologyQuality Month or other quality forums

bullImproving the total quality assurance system across group companies (Continued)

bullImproving pre-verification capabilities in upper stream and prevention of quality problems (Continued)

bullConducted TechnologyQuality innovation project to strengthen the pre-verifi cation and the design review

bullImproving pre-verification capabilities in upper stream and preventing quality problems (Continued)

bullPromoting prompt feedback of customer information (Continued)bullSpeeding up the feedback of quality information from call centers and group

companiesbullPromoting prompt feedback of customer information (Continued)

Responsibilities to Business Partners

bullFurther extending applications of the RoHS compliance assurance system to overseas suppliers(4 suppliers)

bullConducted as planned 4 suppliers (2 companies in 2011A and 2011B each) bullFurther extending applications of the RoHS compliance assurance

system to overseas suppliers (8 suppliers)

Responsibilities to Employees

bullMeasures for reducing metabolic syndrome cases (special health maintenance guidance in-house plans) bullConducted measures for reducing metabolic syndrome cases as planned

bullMeasures for reducing metabolic syndrome cases(Continued)

bullContinuing no-smoking programs (Target smoking rate=28) bullTarget smoking rate = 277 (Target achieved) bullContinuing no-smoking programs

bullStrengthening cooperation in safety and health matters with group companies and improving management levels bullDisseminating the important items related to health and safety

bullStrengthening cooperation in safety and health matters with group companies and improving management levels (Continued)

bullContinual improvement of the personnel system bullChange working hours because of introduction of daylight saving time bullContinual improvement of the personnel system

Responsibilitiesto Internationaland LocalCommunities

bullProviding environmentally conscious and resource-saving products and products and services useful for improving medical care health care and life in general (Continued)

bullProvided products that would help address social issues (reconstruction of the areas affected by the Great East Japan Earthquake population aging resource depletion)

Continued

bullInternational volunteer assistance bullConducted as planned Continued

bullAssisting of medical and academic institutes (product donation and sponsor seminars) (Continued) bullConducted as planned Continued

EnforcingEnvironmentManagement System

bullContinuing environmental auditing Environmental auditing 11 companies Integrating and extending ISO certification

bullIncreased the number of companies to be audited Environmental auditing 1 overseas group company Integrating and extending ISO certification Plan review

times bullReview the audited and implementation of the audit

Providing EnvironmentallyConscious Products andServices

bullProviding environmentally conscious products Over 64 of sales

bullProvided environmentally conscious products 754 of sales (Target achieved) bullFurther improvement of the sales ratio

EstablishingEnvironmentallyConscienceBusiness Processes

bullImplementation of measures against global warming (Reduction in CO2 emissions)

55 reduction from the previous year (to comply with Tokyo metropolitan ordinance)

bull242 reduction from the previous year (to comply with Tokyo metropolitan ordinance) (Target achieved)

Continued

bullEffective use of resources Continuing zero-emission efforts (Less than the previous year) bullContinuing zero-emission efforts (Increase in emissions05) Continued

bullManagement of chemical substances Strengthening central management(Using less chemical substances

than the previous year)bullUse of organic solvents 122 reduction (2584 kg) Continued

Promoting EnvironmentalCommunication

bullStrengthening of cooperation with administration and local residents

bullStrengthened cooperation with administration and local residents assisted with public projects and cooperated with civic groups bullStrengthening of cooperation with administration and local residents

(Continued)

Responsibilities to Stockholders and Investors

bullProviding information to stockholders and investorsbullMaintaining external evaluations and increasing analyst coverage

bullImprovement in Web contentbullDecrease in analyst coverage (5 to 4 firms) bullProviding information to stockholders and investors (Continued)

bullMaintaining external evaluations and analyst coverage

Communication

bullIssuing TOPCON GROUP CSR Report (Continued) bullIssued TOPCON GROUP CSR Report

bullIssuing TOPCON GROUP CSR Report (Continued)

bullIssuing group media of CSR (CSR INFO-LINK) (Continued) bullContinued publication bullIssuing the CSR information (CSR INFO-LINK) (Continued)

bullParticipating in the GC-JN working group (CSR Report etc)bullParticipated in the GC-JN working group CSR Report in-house GC-JN

working group etcbullParticipating in the GC-JN working group (a sectional meeting to

spread the GC internally)

bullPosting corporate information on the website in a timely fashion (Continued)

bullPosted corporate information in a timely fashionbullPosting corporate information on the website in a timely fashion

(Continued)

bullSocial contribution activities in collaboration with NPOs (Continued) bullCooperated with NPOs specialized in social contributions and labor issues bullSocial contribution activities in collaboration with NPOs (Continued)

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 36: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

34

DIRECTORS

President

Norio Uchida

Director Senior Managing Executive Officer

Hiroshi Fukuzawa

Takayuki Ogawa

Director Managing Executive Officer

Satoshi Hirano

Director Executive Officer

Hiroshi Koizumi

Shinji Iwasaki

CORPORATE AUDITORS

Full-time Auditor

Mamoru Takahashi

Ikuo Kobayashi

External Auditor

ChikahiroYokota

Tatsuya Kuroyanagi

EXECUTIVE OFFICERS

Senior Managing Executive Officer

Raymond OConnor

Executive Officer

Shuji Ichimaru

Makoto Iwasaki

Masayuki Momiuchi

Shigeyuki Sawaguchi

Haruhiko Kobayashi

Kanji Ikegaya

Hiroyuki Nakamura

YasufumiFukuma

Shinji Iwasaki Satoshi Hirano Hiroshi Fukuzawa Norio Uchida Takayuki Ogawa Hiroshi Koizumi

DIRECTORS CORPORATE AUDITORS AND EXECUTIVE OFFICERS

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 37: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

35

FINANCIALSECTION

CONTENTS

ConsolidatedTen-yearSummary

36ConsolidatedStatements ofComprehensiveIncome

45

ConsolidatedStatements ofIncome

44

Fiscal 2011ManagementrsquosDiscussion andAnalysis

38ConsolidatedStatements ofChanges inNet Assets

45

ConsolidatedBalance Sheets

42ConsolidatedStatements ofCash Flows

46

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 38: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

36

CONSOLIDATED TEN-YEAR SUMMARYTopcon Corporation and Consolidated Subsidiaries

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 67406 28226 23958 15221 43607 41573 25833 23100 2732 1196 556 2761 2528 mdash 5173 7236 8899 (1663) (3964)

yen 30137 80258 29809

yen 143 603 32908

41 08 77 647 07 18 31 237 04 376 080 988 249 264 400 1388 77

yen 71480 30518 24365 16596 46589 44272 27207 23040 4167 3184 2303 3290 2487 mdash 5356 3096 6090 (2994) (9122)

yen 31077 74704 19998

yen 632 2501 34893

58 32 75 652 30 75 51 253 18 416 092 644 100 299 484 1810 82

yen 96631 36652 26145 33832 66895 63514 33116 25967 7149 6267 4278 3402 2619 mdash 5956 4357 7809 (3452) 1352

yen 35413 83758 18927

yen 930 4803 39609

74 44 62 692 54 129 86 194 23 423 122 534 104 398 661 1874 109

yen 102799 47804 31864 23129 72262 58915 43883 30818 13065 11503 6781 2753 2813 268 7713 2431 6869 (4437) (8276)

yen 47780 89379 12350

yen 2200 7344 51585

127 66 75 703 78 163 143 300 43 535 119 258 204 376 670 2051 85

20033 20043 20053 20063

Notes 1 For the sake of convenience the US$ is converted at a rate of yen8219US$ as of March 31 2012 2 On April 1 2006 shares were split into 2 shares per 1 common share and the per share data prior to 2005 has been modified incorporating the

values after the split 3 Depreciation and amortization excludes the amortization of goodwill

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 39: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

37

Operating results Net Sales Positioning Business Eye Care Business Finetech Business Overseas Cost of sales Gross profit Selling general and administrative expenses Operating income (loss) Ordinary income (loss) Net income (loss) Capital expenditures Depreciation and amortization Amortization of goodwill RampD expenditures Free cash flows Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities

Financial position Shareholdersrsquo equity Total assets Interest-bearing liabilities

Per share data (yen $) Stock price (end of term) Earnings per share (EPS) Net assets per share (BPS)

Management indicators Operating income ratio () Net income ratio () Ratio of RampD expenditures to net sales () Overseas net sales ratio () Return on assets (ROA) () Return on equity (ROE) () Return on invested capital (ROIC) () Price earnings ratio (PER) (times) Price book-value ratio (PBR) (times) Equity ratio () Total assets turnover ratio (timesyear) DE ratio () Dividend payout ratio () Fixed assets turnover ratio (timesyear) Inventory turnover ratio (timesyear) Current ratio () Interest coverage ratio (times)

yen 110490 53631 38464 18394 80575 59650 50839 35563 15276 14233 8549 3012 3018 268 9424 1019 6708 (5689) (1123)

yen 54689 99859 14068

yen 1800 9230 59045

138 77 85 729 90 167 148 195 30 548 117 257 217 358 613 1817 97

yen 110818 50928 39828 20061 81027 61948 48869 37894 10975 9205 7736 2893 3478 268 10178 (16185) 6904 (23090) 23761

yen 56082 139362 43329

yen 785 8352 60549

99 70 92 731 65 140 73 94 13 402 093 773 192 271 478 1460 63

yen 112666 58031 33503 21131 83684 73661 39004 45949 (6944) (9326) (9992) 2620 4619 1828 11589 (6991) (1267) (5724) 5667

yen 39801 119702 49706

yen 382 (10789) 42972

(62) (89) 103 743 (77) (208) (52) mdash 09 332 087 1249 mdash 238 463 1974 mdash

yen 94862 49350 31561 13950 69138 54636 40226 38821 1405 545 133 2109 4531 1846 9609 1112 3755 (2643) 1468

yen 40490 125539 51501

yen 517 144 43717

15 01 101 729 01 03 11 3580 12 323 077 1272 2770 218 419 1774 29

yen 102470 51559 30946 19964 74210 61408 41061 39261 1799 608 (1288) 4499 3689 1596 10275 (7903) (934) (6969) 4761

yen 36908 124816 55300

yen 440 (1391) 39850

18 (13) 100 724 (10) (33) 13 mdash 11 296 082 1498 mdash 239 428 1571 mdash

yen 98834 52656 32598 13579 73949 60716 38118 36037 2080 467 (3686) 3443 3115 1660 8707 (3575) 47 (3622) (3467)

yen 32667 120777 58882

yen 550 (3980) 35271

21 (37) 88 748 (30) (106) 16 mdash 16 270 080 1803 mdash 230 423 1412 mdash

$ 1202513 640670 396621 165221 899739 738731 463782 438465 25316 5685 (44851) 41890 37902 20200 105947 (43500) 572 (44073) (42184)

$ 397457 1469490 716420

$ 6691 (0484) 4291

20073 20083 20093 20103 20113 20123 20123

Millions of yenThousands ofUS dollars

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 40: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

MARKET ENVIRONMENTThe economic environment in fiscal 2011 ended March 31 2012 included a gradual recovery trend in United States business conditions while fiscal instability created harsh business conditions in Europe While growth in China and other emerging economies is slowing they continue to expand at high rates Business conditions in Japan moved in a general recovery as economic activity began to recover after the Great East Japan Earthquake even amid the uncertain factors including the European economic slowdown and strong yen In these economic conditions the Topcon Group determined to use the current period of change as a go lden oppor tun i t y fo r l eve rag ing the G rouprsquos comprehensive strengths and taking on new challenges toward ldquoprofitable and sustainable growthrdquo Following the slogan ldquoReform amp Enhancementrdquo we are quickly establishing a stable revenue base and sound financial position to create a stronger corporate structure that is resilient to the external business environment In add i t ion we have determined that fu r ther strengthening our earning power and improving our financial position is essential given the expectations of continuing deterioration in the business environment including a persisting strong yen and an increasingly uncertain global economic outlook To this end we have vastly downsized the Finetech Business and implemented a voluntary retirement program

CONSOLIDATED RESULTSIn fiscal 2011 although the strong yen affected the results compared to the previous year net sales were solid for the Positioning Business particularly in the United States and Japan and for the Eye Care Business centered on Europe However net sales declined for the Finetech Business due

mainly to the sluggish market conditions and the business downsizing The result was a 35 year-on-year decrease in net sales to yen98834 million Despite the decline in net sales the lower fixed costs and reduced cost of goods sold following the companywide business restructuring helped boost operating income by yen280 million to yen2080 million while ordinary income declined by yen141 million to yen467 million The Company posted a net loss of yen3686 million (an increase of yen2397 million from the net loss in the previous fiscal year) due largely to losses associated with the Finetech Business downsizing and with the voluntary retirement program

SEGMENT INFORMATIONIn the Positioning Business net sales rose 21 year on year to yen52656 million as the business growth in the US and Japan more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1482 million an increase of yen1352 million over the previous fiscal year In the Eye Care Business net sales rose 53 year on year to yen32598 million as business growth in the European market more than offset the impact of the strong yen The improved earnings accompanying the rise in net sales and reduced fixed costs helped boost operating income to yen1766 million an increase of yen1459 million over the previous fiscal year In the Finetech Business net sales declined 320 year on year to yen13579 million largely owing to stagnant semiconductor and FPD market conditions and the business downsizing The drop in net sales led to operating income declining by yen2531 million from the previous fiscal year to an operating loss of yen1168 million

FISCAL 2011 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS

38

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 41: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

NET SALES

120000

100000

80000

60000

40000

20000

0

(Millions of yen)

103093083 113 123

OPERATING INCOME

15000

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

NET INCOME

10000

5000

0

-5000

-10000

(Millions of yen)

103093083 113 123

TOTAL ASSETS

150000

120000

90000

60000

30000

0

(Millions of yen)

103093083 113 123

NET ASSETS

60000

50000

40000

30000

20000

10000

0

(Millions of yen)

103093083 113 123

FREE CASH FLOWS

5000

0

-5000

-10000

-15000

-20000

(Millions of yen)

103093083 113 123

FINANCIAL POSITIONAssetsAs of March 31 2012 total assets stood at yen120777 million a decline of yen4039 million from a year earlier1 Current assets Current assets amounted to yen78207

million a decline of yen3363 million from the previous f iscal year-end due pr imari ly to a decrease in inventories accompanying the downsizing of the Finetech Business

2 Noncurrent assets Noncurrent assets amounted to yen42569 million a decrease of yen675 million from the previous fiscal year-end due mainly to the sales of investment securities

LiabilitiesAs of March 31 2012 total liabilities amounted to yen87713 million an increase of yen135 million from a year earlier1 Current liabilities Current liabilities amounted to

yen55375 million up yen3465 million from the previous fiscal year-end due primarily to an increase in short-term loans payable

2 Noncurrent liabilities Noncurrent liabilities amounted to yen32337 million down yen3330 million from the end of the previous fiscal year due mainly to a repayment of long-term loans payable and decreased provision for retirement benefits

Net AssetsAs of March 31 2012 total net assets amounted to yen33064 million a decline of yen4174 million from the previous fiscal year-end due primarily to a decrease in retained earnings arising from the net loss for the fiscal year under review

Cash FlowsCash and cash equivalents (hereafter referred to as ldquonet cashrdquo) at the fiscal year-end stood at yen13606 million a decrease of yen163 million from the end of the previous fiscal year The decline was primarily due to a decrease in net cash resulting from purchase of property plant and equipment and intangible assets which exceeded factors increasing net cash including increases in long-term and short-term loans payable

Net Cash Provided by (Used in) Operating ActivitiesNet cash provided by operating activities amounted to yen47 million compared to yen934 million used in operating activities in the previous fiscal year The increase was primarily due to proceeds from a yen4608 million loss before income taxes and minority interests after adjusting a yen4809 million loss on withdrawal from business

Net Cash Provided by (Used in) Investing ActivitiesNet cash used in investing activities totaled yen3622 million compared to yen6969 million used in investing activities in the previous fiscal year The primary elements were yen2198 million for purchase of property plant and equipment and yen2229 million for purchase of intangible assets

Net Cash Provided by (Used in) Financing ActivitiesNet cash provided by financing activities amounted to yen3467 million compared to net cash of yen4761 million provided by financing activities in the previous fiscal year The increase was primarily attributable to a yen3500 million increase in long-term loans payable

39

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 42: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

Capital ExpendituresTotal capital expenditures for the Topcon Group amounted to yen3443 million in fiscal 2011 By business segment total capital expenditures were yen1992 million for the Positioning Business yen946 million for the Eye Care Business and yen505 million for the Finetech Business Expenditures objectives were primarily to introduce ERP advance research and development enhance production systems improve operating efficiency and renew molds and other items

Dividend PolicyWe place priority on dividend payments to return profit to shareholders Our basic policy regarding the distribution of profits to shareholders is to steadily increase the dividend payment amount in line with the growth in consolidated earnings Regarding dividend payments we make payments twice yearly in principle as an interim dividend and year-end dividend Our Articles of Incorporation allow for the payment of dividends by resolution of the Board of Directors without requiring the resolution of the General Meeting of Shareholders and provide for a record date for the year-end dividend of March 31 and for the interim dividend of September 30 each year as well as allowing for the payment of dividends with the record date to be determined In fiscal 2011 management determined to maintain a consistent dividend payment despite booking a consolidate net loss stemming from extraordinary losses caused by factors including the downsizing of the Finetech Business The Company distributed an interim dividend payment of yen2 per share (compared with the yen2 per share interim dividend payment in fiscal 2010) and year-end dividend payment of yen2 per share (compared with the yen2 per share year-end dividend payment in fiscal 2010) for a full-year dividend of yen4 per share (compared with a full-year dividend payment of yen4 per share in fiscal 2010)

BUSINESS RISKSBusiness risks related to business conditions financial status and other factors that may potentially have significant influence on investor decisions include the following

1 Economic Conditions Affecting Product DemandThe Topcon Group conducts business in three segments the Positioning Business the Eye Care Business and the Finetech Business Demand for the Grouprsquos products is influenced by the trends in each of the markets in which the segments conduct business (the construction ophthalmic and semiconductor markets etc) A significant fluctuation in one or more of these markets may thus impact the business results and financial position of the Group The Group maintains a high ratio of overseas sales selling products in Japan as well as around the world including the United States Europe China and other Asian countries Therefore economic conditions in these countries may also impact the business results and financial position of the Group

2 Overseas Business Development The Group conducts a wide range of business activities overseas including exporting products and undertaking local production at overseas sites Accordingly a deterioration in overseas political or economic conditions foreign trade or foreign currency restrictions revisions to laws and regulations or taxation systems worsening public security or the occurrence of terrorist actions war or natural disasters may obstruct business activities overseas and impact the business results and financial position of the Group

3 Intensifying Competition (Price and Non-price Competition)

Competitors supplying products that are similar to the Grouprsquos products are present in each business segment The Group strives to achieve early introduction of new products to the market develop new technologies reduce costs and other activities to create a competitive advantage for the Group However delayed development of new products protracted development of new technologies sharp rises in raw material costs and other factors may weaken the Grouprsquos growth potential or profitability and thus may impact the business results and financial position of the Group

4 Fluctuations in Interest Rates Foreign Exchange Rates or Other Conditions in Financial Markets

The Group maintains a high ratio of overseas sales in its total consolidated sales Since this presents exposure to foreign exchange rate fluctuation risk the Group uses

40

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 43: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

CAPITAL EXPENDITURES

5000

4000

3000

2000

1000

0

(Millions of yen)

103093083 113 123

forward exchange contracts to maintain an appropriate level of foreign exchange hedging within the scope of actual demand Despite these precautions severe fluctuations in foreign exchange markets may impact the business results and financial position of the Group The Group also borrows funds from financial institutions which presents exposure to interest rate fluctuation risk Changes in financial market conditions could lead to sharp rises in interest rates Such fluctuations could raise the level of the Grouprsquos interest rate payments which may impact the business results and financial position of the Group

5 Fund ProcurementThe Group procures the necessary funds by taking out loans from financial institutions The Grouprsquos debt-to-equity ratio amounted to 18 times at the end of the consolidated fiscal year under review Deteriorating conditions in the financial markets or in the Grouprsquos operating performance could prevent the Group from continuing existing loans or taking out new loans Such conditions may impact the financial status and operating performance of the Group The Group also enters into syndicated loan contracts with financial institutions that require the Group to commit to a financial covenant In the event that the Group should fail to meet any conditions of the covenant and fail to obtain agreement from a significant number of lenders that they will not exercise the right of forfeiture of the benefit of time then the Group would forfeit the benefit of time with respect to all of the obligations associated with the syndicated loan contracts Such an event may impact the business results and financial position of the Group

Syndicated loan financial covenants (summary) 1 At the end of each fiscal year the net asset amount minus the foreign

currency translation adjustment recorded in the consolidated balance sheets must be higher than 75 of the net asset amounts recorded in the consolidated balance sheets for fiscal year 2009

2 At the end of each fiscal year the consolidated statements of income must not show an operating loss for two consecutive terms

6 New Business StrategiesThe Group diligently considers initiatives for new businesses for the future growth of the Group However new businesses necessarily present various uncertainties Failing to develop such businesses according to plan may impact the business results and financial position of the Group

7 Fixed AssetsThe Group maintains property plant and equipment and intangible assets such as goodwill assumed with corporate acquisitions Decreases in the asset value of these noncurrent assets due to declining profitability

falling market prices and other factors could lead to impairment losses or loss on sale at the time of sale Such conditions may impact the financial status and operating performance of the Group

8 Procurement of Materials and Other ItemsThe manufacturing activities of the Group in some cases require the use of special materials for which suppliers are very limited or for which it would be difficult to change suppliers Delays or disruptions in supply of such materials could lead to a rise in purchase costs and production delays which may impact the business results and financial position of the Group

9 Product Quality IssuesThe Group puts every effort into quality control to maintain an optimal quality according to the features of its products However it is virtually impossible to eliminate the possibility that unforeseen conditions could cause quality issues that result in a product recall litigation or other action Such an event may impact the business results and financial position of the Group

10 Intellectual Property RightsThe Group utilizes a wide range of intellectual property rights in its research and recognizes these rights are the property of the Group or are being used under a legal licensing agreement However the possibility exists that a third party may file an infringement litigation concerning intellectual property rights against the Group In the event a dispute over intellectual property rights occurs it may impact the business results and financial position of the Group

11 Laws and RegulationsSome of the products that the Group manufactures for the Eye Care Business are medical devices subject to the Pharmaceuticals Affairs Act in Japan and laws and regulations concerning medical devices in the various countries in which the Group conducts business Changes in regulations may impact the business results and financial position of the Group

12 Natural Disasters and AccidentsUnforeseen natural disasters or man-made disasters including earthquakes acts of terrorism wars and epidemics that occur in regions where the Group conducts business can cause human casualty property damage suspension of business activities to the Group Such an event may impact the business results and financial position of the Group

41

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 44: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

42

CONSOLIDATED BALANCE SHEETSTopcon Corporation and Consolidated SubsidiariesAs of March 31 2011 and 2012

20113 20123 20123

Assets

Current assets

Cash and deposits

Notes and accounts receivable-trade

Merchandise and finished goods

Work in process

Raw materials and supplies

Deferred tax assets

Other

Allowance for doubtful accounts

Total current assets

Noncurrent assets

Property plant and equipment

Building and structures net

Machinery equipment and vehicles net

Land

Construction in progress

Other net

Total property plant and equipment

Intangible assets

Goodwill

Other

Total intangible assets

Investments and other assets

Investment securities

Long-term loans receivable

Deferred tax assets

Other

Allowance for doubtful accounts

Total investments and other assets

Total noncurrent assets

Total assets

yen 13927

35542

12759

7187

5198

4519

3823

(1387)

81571

5516

2741

2957

185

2053

13455

11261

5934

17196

4686

1452

3836

2745

(127)

12593

43245

yen 124816

yen 13775

35871

11744

4215

5638

4784

3920

(1743)

78207

5632

2040

2894

170

2111

12850

10048

8296

18344

3005

1327

4561

2566

(85)

11374

42569

yen 120777

$ 167608

436448

142899

51288

68606

58214

47700

(21217)

951548

68528

24831

35217

2076

25691

156345

122261

100937

223198

36568

16151

55498

31222

(1043)

138397

517941

$ 1469490

Millions of yen

Note We prepare and present our consolidated financial statements based on the Japanese yen In addition we indicate US dollar amounts based on an exchange rate of yen8219US$ as of March 31 2012 for our readersrsquo convenience It should be added that this conversion rate does not indicate that the yen-denominated figures presented in these consolidated financial statements can be converted at the same rate

Thousands ofUS dollars

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

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This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 45: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

43

20113 20123 20123

Liabilities

Current liabilities

Notes and accounts payable-trade

Short-term loans payable

Accrued expenses

Income taxes payable

Provision for product warranties

Other

Total current liabilities

Noncurrent liabilities

Long-term loans payable

Deferred tax liabilities

Provision for retirement benefits

Provision for directorsrsquo retirement benefits

Other

Total noncurrent liabilities

Total liabilities

Net assets

Shareholdersrsquo equity

Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholdersrsquo equity

Accumulated other comprehensive income

Valuation difference on available-for-sale securities

Deferred gains or losses on hedges

Foreign currency translation adjustment

Total accumulated other comprehensive income

Minority interests

Total net assets

Total liabilities and net assets

yen 13536

28223

5283

1194

708

2963

51910

27077

353

6937

59

1239

35667

87577

10297

14711

16799

(56)

41751

(299)

2

(4545)

(4843)

329

37238

yen 124816

yen 12206

33625

4996

627

827

3091

55375

25256

3

5802

30

1243

32337

87713

10297

14711

12717

(56)

37669

(246)

(0)

(4755)

(5002)

397

33064

yen 120777

$ 148518

409121

60789

7640

10062

37619

673752

307298

39

70604

376

15129

393448

1067200

125294

178990

154731

(692)

458324

(2994)

(11)

(57861)

(60867)

4831

402289

$ 1469490

Millions of yenThousands ofUS dollars

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 46: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

44

CONSOLIDATED STATEMENTS OF INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net sales

Cost of sales

Gross Profit

Selling general amp administrative expenses

Operating Income

Non-operating income

Interest income

Dividends income

Equity in earning of affiliates

Other

Total non-operating income

Non-operating expenses

Interest expenses

Equity in losses of affiliates

Foreign exchange losses

Other

Total non-operating expenses

Ordinary income

Extraordinary income

Gain on sales of subsidiaries and affiliatesrsquo stocks

Gain on sales of land

Total extraordinary income

Extraordinary loss

Loss on business withdrawal

Special retirement expenses

Loss on sales of investment securities

Loss on sales of stocks of subsidiaries and affiliates

Loss on liquidation of subsidiaries and affiliates

Loss on transfer of business

Loss on valuation of investment securities

Loss on adjustment for changes of accounting standard

for asset retirement obligations

Total extraordinary losses

Loss before income taxes and minority interests

Income taxes-current

Income taxes-deferred

Total income taxes

Loss before minority interests

Minority interests in income

Net loss

yen 102470

61408

41061

39261

1799

68

54

59

628

810

1207

mdash

431

362

2001

608

mdash

mdash

mdash

mdash

mdash

69

mdash

198

281

43

28

621

(12)

1013

96

1109

(1122)

166

yen (1288)

yen 98834

60716

38118

36037

2080

74

37

mdash

458

571

1194

130

397

462

2185

467

605

325

931

4809

701

282

158

55

mdash

mdash

mdash

6007

(4608)

613

(1540)

(927)

(3681)

5

yen (3686)

$ 1202513

738731

463782

438465

25316

910

461

mdash

5581

6953

14538

1584

4836

5626

26584

5685

7369

3962

11332

58521

8532

3442

1926

670

mdash

mdash

mdash

73093

(56076)

7459

(18746)

(11287)

(44788)

63

$ (44851)

Millions of yenThousands ofUS dollars

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 47: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

45

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Millions of yen

Loss before minority interests

Other comprehensive income Valuation difference on available-for-sales securities Deferred gains or losses on hedges Foreign currency translation adjustments Comprehensive income of affiliates accounted for by the equity method attributable to the CompanyTotal other comprehensive income Comprehensive incomeComprehensive income attributable to Shareholders of the Company Minority shareholders

yen (1122)

(589) 8 (1117)

0 (1698) (2820)

(3207) 387

yen (3681)

53 (3) (186)

(15) (151) (3832)

(3846) 13

$ (44788)

651 (44) (2266)

(188) (1847) (46635)

(46794) 158

Thousands ofUS dollars

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

Millions of yen

Thousands of US dollars

Balance at the beginning of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Balance at the end of fiscal 2011

Changes of items during the period

Dividends from surplus

Net loss

Purchase of treasury stock

Other

Net change of items other than shareholdersrsquo equity

Total changes of items during the period

Balance at the end of fiscal 2012

Capitalstock

Capitalstock

Shareholdersrsquo equity

Shareholdersrsquo equity

Accumulated other comprehensive income

Accumulated other comprehensive income

Capitalsurplus

Capitalsurplus

Retainedearnings

Retainedearnings

Treasurystock

Treasurystock

Totalshareholdersrsquo

equity

Totalshareholdersrsquo

equity

Valuationdifference on available-for-

sale securities

Valuationdifference on available-for-

sale securities

Deferredgains or

losses on hedges

Deferredgains or

losses on hedges

Foreigncurrency

translation adjustment

Foreigncurrency

translation adjustment

Total accumu-lated other

comprehensive income

Total accumu-lated other

comprehensive income

Minorityinterests

Minorityinterests

Totalnet assets

Totalnet assets

yen 10297

mdash

yen 10297

yen 10297

yen 14711

mdash

yen 14711

yen 14711

yen 18461

(370)

(1288)

(3)

(1662)

yen 16799

(370)

(3686)

(24)

(4081)

yen 12717

yen (56)

(0)

(0)

yen (56)

(0)

(0)

yen (56)

yen 43414

(370)

(1288)

(0)

(3)

(1662)

yen 41751

(370)

(3686)

(0)

(24)

(4081)

yen 37669

yen 289

(589)

(589)

yen (299)

53

53

yen (246)

yen (5)

8

8

yen 2

(3)

(3)

yen (0)

yen (3207)

(1338)

(1338)

yen (4545)

(209)

(209)

yen (4755)

yen (2923)

(1919)

(1919)

yen (4843)

(159)

(159)

yen (5002)

yen 1198

(868)

(868)

yen 329

67

67

yen 397

yen 41689

(370)

(1288)

(0)

(3)

(2787)

(4450)

yen 37238

(370)

(3686)

(0)

(24)

(92)

(4174)

yen 33064

$ 125294

$ 125294

$ 178990

$ 178990

$ 204394

(4507)

(44851)

(303)

(49663)

$ 154731

$ (689)

(2)

(2)

$ (692)

$ 507989

(4507)

(44851)

(2)

(303)

(49665)

$ 458324

$ (3646)

651

651

$ (2994)

$ 32

(44)

(44)

$ (11)

$ (55310)

(2550)

(2550)

$ (57861)

$ (58924)

(1942)

(1942)

$ (60867)

$ 4013

817

817

$ 4831

$ 453078

(4507)

(44851)

(2)

(303)

(1124)

(50789)

$ 402289

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

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2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 48: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

46

CONSOLIDATED STATEMENTS OF CASH FLOWSTopcon Corporation and Consolidated SubsidiariesFor the fiscal years ended March 31 2011 and 2012

20113 20123 20123

Net cash provided by (used in) operating activities Loss before income taxes and minority interests Depreciation and amortization Amortization of goodwill Increase (decrease) in allowance for doubtful accounts Interest and dividends income Interest expenses Loss on retirement of property plant and equipment Loss (gain) on sales of property plant and equipment Loss (gain) on valuation of investment securities Loss (gain) on sales of investment securities Equity in (earnings) losses of affiliates Loss on withdrawal from business Extra retirement payment Increase (decrease) in provision for retirement benefits

Decrease (increase) in notes and accounts receivable-trade Decrease (increase) in inventories Decrease (increase) in prepaid expenses Increase (decrease) in notes and accounts payable-trade Increase (decrease) in accrued expenses Other net Subtotal Interest and dividends income received Interest expenses paid Payments for extra retirement payments Income taxes paid Net cash provided by (used in) operating activitiesNet cash provided by (used in) investing activities Payments into time deposits Proceeds from withdrawal of time deposits Purchase of property plant and equipment Proceeds from sales of property plant and equipment Purchase of intangible assets Purchase of investment securities Proceeds from sales of investment securities Purchase of investments in subsidiaries resulting in change in scope of consolidation Additional purchase of investments in subsidiaries Proceeds from transfer of business Payments for transfer of business Payments of long-term loans receivable Collection of long-term loans receivable Other net Net cash provided by (used in) investing activitiesNet cash provided by (used in) financing activities Net increase (decrease) in short-term loans payable Proceeds from long-term loans payable Repayment of long-term loans payable Proceeds from sales and leaseback Repayments of finance lease obligations Purchase of treasury stock Cash dividends paid Proceeds from stock insurance to minority shareholders Cash dividends paid to minority shareholders Net cash provided by (used in) financing activitiesEffect of exchange rate change on cash and cash equivalentsNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of periodCash and cash equivalents at end of period

yen (12) 3689 1596 (54) (122) 1207 173 (32) 44 20 (59) mdash mdash (125) (1973) (3741) (135) 1769 (420) (993) 832 176 (1221) mdash (721) (934)

(192) 192 (1899) 134 (857) (2) 206

mdash (159) 1016 (5141) (15) 20 (271) (6969)

4109 15000 (13615) mdash (177) (0) (370) mdash (184) 4761 (296) (3439) 17209 yen 13770

yen (4608) 3115 1660 81 (112) 1194 191 (270) 27 (223) 130 4809 701 (1134) (882) (815) 417 (987) (141) (223) 2929 145 (1184) (701) (1142) 47

(304) 289 (2198) 600 (2229) (496) (950)

(47) (15) mdash mdash (0) 13 (184) (3622)

3978 3500 (3738) 301 (149) (0) (370) 5 (59) 3467 (55) (163) 13770 yen 13606

$ (56076) 37902 20200 993 (1370) 14538 2332 (3296) 337 (2722) 1584 58521 8532 (13801) (10735) (9927) 5083 (12012) (1718) (2721) 35642 1776 (14414) (8532) (13899) 572

(3702) 3521 (26751) 7306 (27124) (6037) (11569)

(583) (183) mdash mdash (6) 166 (2248) (44073)

48403 42584 (45481) 3663 (1813) (2) (4507) 65 (727) 42184 (676) (1992) 167541 $ 165549

Millions of yenThousands ofUS dollars

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 49: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

Number ofShares Issued and

Outstanding

92688342

Treasury Stocks

007

Individuals and Others

1822

FinancialInstitutions

1699

DomesticCompanies

3767

Foreign Investors

2686

Securities Firms

016

(Thousands)

(Yen)

Trading Volume

Share Price

201003 201103 201203

8000

6400

4800

3200

1600

0

800

650

500

350

200

4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

47

CORPORATE PROFILE AND STOCK INFORMATION(As of March 31 2012)

CORPORATE PROFILE

Corporate Name TOPCON CORPORATION

Headquarters 75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Established September 1 1932

Paid in Capital yen10297 million

Business Outline Smart Infrastructure (Surveying instruments 3D measurement

Mobile mapping system) Positioning (GPS Machine control system Precision

agriculture) Eye Care (Ophthalmic instruments Optometric

instruments)

Topcon Group 11 (Domestic) 52 (Overseas)

Employees 4359 (Consolidated) 1002 (Non-consolidated)

Number of Authorized Shares 160000000

Number of Shares Issued and Outstanding 92688342

Number of Shareholders 16875

Stock Exchange Listings Tokyo Stock Exchange

Securities Code 7732

Number of Shares per unit 100

Transfer Agent for Sumitomo Mitsui Trust Bank Limitedcommon stock 1- 4 -1 Marunouchi Chiyoda-ku Tokyo Japan

Ordinary General Meeting Juneof Shareholders

MAJOR SHAREHOLDERS (As of March 31 2012)

Number of shares held are rounded down to the hundred and percentage of shares held are rounded down to the second decimal places

Number of shares Percentage of Shareholder held (Hundreds) total shares issued ()

Toshiba Corporation 325668 3513

TAIYO FUND LP 151493 1634

State Street Bank and Trust Company 44093 475

The Dai-ichi Life Insurance Co Ltd 40380 435

The Master Trust Bank of Japan Ltd 20160

217 (Trust Account)

TAIYO BLUE PARTNERS LP 15339 165

Sumitomo Mitsui Banking Corporation 14644 158

The Bank of Tokyo-Mitsubishi UFJ Ltd 14007 151

Mitsui Sumitomo Insurance Co Ltd 12038 129

Japan Trustee Services Bank Ltd (Trust Account) 11947 128

BREAKDOWN BY TYPE OF SHAREHOLDERS

SHARE PRICE AND TRADING VOLUME

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

TOP

CO

N C

OR

PO

RA

TIO

N A

NN

UA

L RE

PO

RT

2012

This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 50: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

48

JAPANESE AND OVERSEAS GROUP COMPANIES(As of March 31 2012)

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

JAPANSokkia Topcon Co Ltd Kanagawa Production of smart infrastructure equipment 400 million 10000

Topcon Sokkia Positioning Tokyo Sales of smart infrastructure equipment 269 million 10000

Japan Co Ltd

Topcon Medical Japan Co Ltd Tokyo Sales of eye care equipment 100 million 10000

Topcon Technohouse Corporation Tokyo Sales of other equipment 55 million 10000

Sapporo Topcon Sales Co Ltd Hokkaido Sales of smart infrastructure equipment 20 million 4000

Topcon Yamagata Co Ltd Yamagata Production of smart infrastructure eye care and other equipment 371 million 10000

Optonexus Co Ltd Fukushima Production of smart infrastructure eye care and other equipment 263 million 10000

Fukushima Sokkia Co Ltd Fukushima Production of smart infrastructure equipment 200 million 10000

Topcon Service Co Ltd Tokyo After sales services for smart infrastructure

and eye care equipment 57 million 10000

Topcon GS Corporation Tokyo Overall services (product sales cleaning security facilities

maintenance etc) for Topcon Group companies 20 million 10000

NORTH AMERICA

Topcon America Corporation New Jersey USA Holding company of Topcon Positioning Systems Inc

and Topcon Medical Systems Inc etc USD 85000 thousand 10000

Topcon Positioning Systems Inc California USA Development production and sales of

positioning equipment USD 58905 thousand 10000

Topcon Medical Systems Inc New Jersey USA Development production and sales of

eye care equipment USD 16094 thousand 10000

Topcon Medical Laser Systems Inc California USA Development production and sales

of eye care equipment USD 10000 thousand 10000

Sokkia Corporation Kansas USA Sales of positioning equipment USD 15979 thousand 10000

Topcon Canada Inc Quebec Canada Sales of eye care equipment CAD 3872 thousand 10000

EUROPEAFRICA

Topcon Europe BV

Capelle The Netherlands Holding company of Topcon Europe Positioning BV

and Topcon Europe Medical BV etc EUR 5437 thousand 10000

Topcon Europe Positioning BV Capelle The Netherlands Sales of positioning equipment EUR 18 thousand 10000

Topcon Europe Medical BV Capelle The Netherlands Development and sales of eye care equipment EUR 18 thousand 10000

Topcon Deutschland GmbH Willich Germany Sales of positioning and eye care equipment EUR 2812 thousand 10000

Ibs GmbH Lasertechnik Hamburg Germany Sales of positioning equipment

EUR 25 thousand 10000

Vermessungs- und Baugerate

Topcon SARL Clichy Cedex France Sales of positioning and eye care equipment EUR 1372 thousand 10000

Topcon Espantildea SA Barcelona Spain Sales of eye care equipment EUR 961 thousand 10000

Topcon Positioning Iberia SL

Madrid Spain Holding company of Topcon Positioning Spain SL

and Topcon Positioning Canarias SL etc USD 0 thousand 10000

Topcon Positioning Spain SL Madrid Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Canarias SL Santa Cruz de Tenerife Spain Sales of positioning equipment USD 0 thousand 10000

Topcon Positioning Portugal LDA Lavos Portugal Sales of positioning equipment USD 0 thousand 10000

Topcon Scandinavia AB Molndal Sweden Sales of positioning and eye care equipment SEK 5250 thousand 10000

Topcon (Great Britain) Ltd Newbury UK Sales of positioning and eye care equipment GBP 2500 thousand 10000

Figures of less than one unit are rounded down

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

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TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 51: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

49

CapitalInvestment Percentage of CountryRegion Core Businesses in Capital Voting Rights

Topcon Polska Sp Zoo Warszawska Poland Sales of eye care equipment PLN 1330 thousand 10000

Tierra SpA Torino Italy Development production and sales of

positioning equipment USD 2 thousand 5010

Topcon InfoMobility Srl Modena Italy Development production and sales of

positioning equipment EUR 60 thousand 4800

GEOTOP srl Ancona Italy Sales of positioning equipment EUR 46 thousand 3500

Sokkia BV Capelle The Netherlands Sales of positioning equipment EUR 10373 thousand 10000

Sokkia NV Brussels Belgium Sales of positioning equipment EUR 198 thousand 10000

DynaRoad Oy Helsinki Finland Development and sales of positioning equipment EUR 14 thousand 5000

KEE Technologies Africa (Pty) Ltd Johannesburg South Africa Sales of positioning equipment ZAR 9 thousand 10000

ASIAOCEANIAMIDDLE EASTTopcon Singapore Holdings

Alexandra Terrace Singapore Holding company of Topcon Singapore Positioning

Pte Ltd Pte Ltd and Topcon Singapore Medical Pte Ltd USD 1121 thousand 10000

Topcon Singapore Positioning Holding company of Topcon Singapore Positioning

Pte Ltd Alexandra Terrace Singapore Sales Pte Ltd and Sokkia Singapore Positioning USD 3000 thousand 10000

Sales Pte Ltd

Topcon Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Singapore Medical Pte Ltd Alexandra Terrace Singapore Sales of eye care equipment USD 4000 thousand 10000

Sokkia Singapore Positioning Alexandra Terrace Singapore Sales of smart infrastructure equipment USD 1000 thousand 10000

Sales Pte Ltd

Topcon Instruments (Malaysia) Kuala Lumpur Malaysia

Sales of smart infrastructure Sdn Bhd and eye care equipment

MYR 6600 thousand 10000

Topcon Instruments (Thailand) Bangkok Thailand

Sales of smart infrastructure THB 19000 thousand 4900

Co Ltd and eye care equipment

Topcon Sokkia India Pvt Ltd Noida India Sales of smart infrastructure equipment INR 7500 thousand 10000

Sokkia Korea Co Ltd Seoul Korea Sales of smart infrastructure equipment KRW 2041700 thousand 10000

Topcon Optical (HK) Ltd Hong Kong China Sales of smart infrastructure eye care and

other equipment HKD 24251 thousand 10000

Topcon (Beijing) Opto-Electronics Beijing China

Development production and sales of Development Corporation smart infrastructure and eye care equipment

CNY 33108 thousand 7500

Topcon Optical (Dongguan) Dongguan China

Production and sales of smart infrastructure Technology Ltd eye care and other equipment

USD 12000 thousand 9000

Topcon HK (BD) Ltd Chittagong Bangladesh Production of other equipment HKD 5265 thousand 9000

TPS Australia Holdings Pty Ltd South Australia Australia Holding company of Topcon Precision Agriculture Pty Ltd

and Topcon Positioning Systems (Australia) Pty Ltd USD 10901 thousand 10000

Topcon Precision Agriculture South Australia Australia

Development production and sales of Pty Ltd positioning equipment

USD 10901 thousand 10000

Topcon Positioning Systems Queensland Australia

Development production and sales of (Australia) Pty Ltd positioning equipment

USD 0 thousand 10000

Topcon Positioning Middle East Dubai UAE Sales of smart infrastructure equipment USD 1089 thousand 10000

and Africa FZE

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This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan

Page 52: ANNUAL REPORT 2012 - Topconglobal.topcon.com/invest/library/annual/pdf/ar2012en.pdf · TOPCON CORPORATION ANNUAL REPORT 2012 ... as a member of the global and local community,

TOP

CO

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This report was printed with attention to minimizing environmental impact by using ink manufactured from vegetable oil

TOPCON CORPORATION75-1 Hasunuma-cho Itabashi-ku Tokyo 174-8580 Japan

Corporate Communication Dept IR AffairsTEL +81-3-3558-2532 FAX +81-3-3558-9141URL httpwwwtopconcojp

Printed in Japan